Independent Exhibitors Film Bulletin (1963)

The Vku> frw OuU/de oeihhhh by ROLAND PENDARIS wmm^^mmmmm Stockholder Pests Now that the tide of annual meetings is somewhat behind us, I think that the interested movie stockholder deserves a few breaks. I would therefore like to raise a few objections from the floor to certain aspects of the yearly ritual. Motion picture companies have no patent on the public nuisances who disrupt meetings these days. I have seen the same people at sessions of all kinds of industries — and they ask the same kind of questions at every meeting. For example, we have all had our fill of the certain lady who insists that she had only one or two more questions and then continues to monopolize the floor for fifteen minutes or a half hour. This particular professional stockholder does not pretend to know much about the movie business or any other businesses whose meetings she attends, but she has a consuming curiosity about what hidden interests the various directors represent and an equally strong aversion to letting any other stockholder intrude on her moment of glory. There used to be a financial analyst with one of the tip sheet services who delighted in identifying himself as an expert on motion picture securities just before he asked his "question." I put the word in quotes because as often as not his inquiry turned out to be a not-so-brief comment on how sound the stock was — and in a couple of instances his flowery encomia for management were followed within a few months by management troubles. Not one whit abashed, he was back the following year with another variation on the theme. Some of the questions which are asked by intelligent stockholders arouse the beast in me, too. There is the recurrent inquiry, "How much did you spend on advertising last year," When the answer is given, no further questions. No interest in whether this money all went into national ads, or was concentrated on one big picture, or was far too much or far too little. The only type of commentary which I ever heard emerge from a report to the stockholders about advertising expenditures was a comparison of the ad-to-income budget of this particular film company with that of an electric appliance corporation. It is usually obvious that the shareholder who asks the advertising question knows virtually naught about the importance of advertising to motion picture business. If this is the true meaning of corporate democracy you can buy back my share. I am fed to the gills with extrovert characters who come to annual meetings just to denounce the chairman and exploit the patient of a captive audience. I have had enough of the disrupters who quote parliamentary law in defense of their monopoly of the floor and then interrupt every other speaker with hoots, catcalls, lounder speeches and parades up and down the aisles. Is this corporate democracy? Stockholders of America, arise! Let us provide, in the annual meeting, the same standards of behavior that we expect in other phases of America life. Let's have law and order, Mr. Chairman. More and more, I hear just plain stockholders complain that the exhibitionists have made a mockery and a shambles of a meeting, to which the plain stockholders came for information and enlightenment and to cast their votes. I am all in favor of the rights of the individual, but I am infinitely more in favor of the rights of the whole group of individuals who have their meeting loused up. I am even willing to encourage democracy by making a cloture rule far more generous than that of the United States Senate. I would think that if, after a speaker had used up a normal amount of time, he could continue only upon the voted aproval of 15 per cent or more of the stockholders present (not voting their holdings, voting as individual people), few of the troublemakers would ever attain that 15 per cent. But if a person violates the normal rules of behavior, rather than merely talking too long, said person should be ejected without a vote. Do it a few times and I think you'll see better meetings. Shorter ones, too. In case this makes it seem that I am trying to limit the comments of small stockholders, I hasten to emphasize my entirely opposite purpose. I want to give more stockholders a chance to be heard. I am trying to open up the floor for more questions. And I might add, wistfully, that I am hoping most earnestly for better questions. It is amazing how even the most astute of the professional stockholders — the good ones, not the nuts — fail to understand the facts of the movie business, fail to ask the pertinent questions. Virtually every year, the guys in the press section have two or three questions they are waiting to hear asked, because the questions will open up newsworthy areas. Invariably, the questions aren't asked — unless, as happens very rarely, a newspaperman coaches a stockholder beforehand. I do not exempt the gentlemen of the press from my criticism of annual meetings. Although they are often aware of the shortcomings of these gatherings, they sometimes play into the hands of the nuts and cranks. I have seen them gather around a hysterical lady who has just made a shambles of a meeting and treat her as deferentially as though she were the voice of the stockholders. I have seen them devote paragraphs to descriptions of antics with little or no indication of the meretricious nature of these antics. The fact is that the very appearance of their names in print is enough to encourage some meetingmuddlers to repeat the performance with increasing embellishment. If a conscientious newspaperman feels he must mention them, he could at least indicate the nature of their behavior. There are many other points about annual meetings that can stand improvement, I believe. Since the basic information for the meeting is contained in the annual report, it would be nice if the stockholder could have some basis for judgment rather than a different system of accounting for each company. It would be nice to have a standard amortization table, a standard system of reporting income and losses, and so forth. Finally, I should like to say a word or two about one of the favorite propositions of the serious independent stockholders, the idea that cumulative voting is more democratic and fairer. I disapprove of cumulative voting. I believe that its effect, like virtually every form of proportional representation, is to make it possible for splinter factions to split a board wide open. By so doing, I believe that cumulative voting can make it easier for the raider and the professional proxy fighter to move onto the scene. And it certainly makes it harder to count the ballots. I could be wrong about cumulative voting. It would be interesting to have some clear debate on and investigation of the subject. Meantime, keep those box lunches at the ready. Another round of stockholders meetings are coming up next year. Mr. Chairman, the gentleman yields. Move we adjourn. Page 6 Film BULLETIN June 10, 1963