On Wednesday, National Legal and Policy Center presented a shareholder proposal at Comcast Corporation‘s annual shareholder meeting that would require the board to implement a policy to require the chair of the board of directors to be an independent member from the CEO.
NLPC’s proposal and presentation were covered by the Wall Street Journal on Wednesday:
The National Legal and Policy Center, a stock-owning conservative think tank, previously floated the pitch to have the board chaired by an independent director. President Trump regularly criticizes NBC and MSNBC, which are owned by Comcast, and has repeatedly lashed out at Roberts personally.
Brian Roberts (pictured above) serves as both Chairman and CEO of the company. At the beginning of the annual meeting, Mr. Roberts inappropriately told listening shareholders to “vote now,” before shareholder proposals were even given the chance to be presented by proponents.
The company’s board of directors opposed our proposal, as explained on page 53 of its proxy statement. NLPC filed a proxy memo with the Securities and Exchange Commission that responded in detail to Comcast’s opposition to our proposal, and explained further its necessity. NLPC also opposed the re-election of Comcast’s entire slate of board nominees.
Speaking as sponsor of the resolution was Paul Chesser, director of NLPC’s Corporate Integrity Project. A transcript of his three-minute remarks, which you can listen to here, follows:
Good morning.
Proposal 6 requests for the Comcast Board of Directors to install a policy that would require the Chairman and CEO roles be held by two different individuals.
This reasonable step would foster stronger accountability for executive management.
The Board says the Company is best served by having Brian Roberts serve as both Chairman and CEO.
There is no evidence for this.
Mr. Roberts is not only Chairman and CEO; He also controls a third of the shareholder voting power [“Class B common stock”], by virtue of his special stock ownership.
Mr. Roberts rose to lead Comcast more than 20 years ago, following in the footsteps of his co-founder father.
He still runs Comcast more like a family business, than as the public company it is supposed to be.
For example, the broadcast network properties Comcast acquired in 2013 have been run into the ground under Mr. Roberts’s leadership.
Comcast sign/PHOTO: JeepersMedia (CC)
For over a decade he allowed historic NBC, and sister cable network MSNBC, to perpetuate fake news narratives such as the Russian collusion hoax against President Trump, and the hiding of former President Biden’s cognitive decline during his White House tenure.
These are just two examples of a multitude of false reporting produced by these networks’ news divisions.
The atrocious conduct of the corporate-owned U.S. media, including NBC and MSNBC, has led to the lowest levels of trust by Americans in five decades, as measured by Gallup.
Only Congress ranks below the media, and television journalists rank lower than even their print counterparts.
In an annual Axios-Harris survey on corporate reputations, Comcast languishes at Number 83, the same territory where it has been for years in the survey, this year seven spots behind rival Disney.
MSNBC and many other of Comcast’s cable networks have been so devalued under Mr. Roberts’s leadership, that the Board decided to spin them off into their own separate company.
It is unconscionable that Comcast let these major assets devolve into political mouthpieces for one side and against the other, to the point they became such a financial drag that they must be removed so they don’t take down the rest of the Company.
And to head off the blame on cord-cutting, why didn’t something similar happen to the Murdoch family and Fox Corporation, whose broadcast properties make money hand-over-fist?
Over the past five years Comcast’s stock has gained only point-69 percent, while Fox’s gained 71 percent in value.
At all major 5-year markers during Mr. Roberts’s tenure, Comcast has significantly underperformed compared to the S&P 500.
This represents significant mismanagement over a lengthy period.
A vote for stronger accountability for executive management is called for.
Please vote FOR Proposal 6.
Read NLPC’s shareholder resolution for the Comcast Corporation annual meeting here.
Read NLPC’s proxy memo filed with the SEC in support of its proposal here.
Listen to Chesser’s three-minute remarks in support of the proposal here.
