John Chevedden is a private investor and shareholder activist known for his prolific filing of corporate shareholder proposals under Securities and Exchange Commission (SEC) Rule 14a-8, which allows any individual owning at least $2,000 in stock to propose shareholder resolutions to publicly traded companies. Known as a “corporate gadfly,” Chevedden regularly submits dozens of proposals annually to publicly traded companies concerning corporate governance practices, executive pay, shareholder rights, and environmental, social, and governance (ESG) topics. His filings have targeted major firms such as Amazon, Ford, General Electric, and Alphabet, despite owning only small stakes in those companies. ^{1 2 3}

Background

John Chevedden began filing shareholder proposals after being laid off in the 1990s from Hughes Aircraft, then a division of General Motors. He initially filed an Equal Employment Opportunity Commission complaint alleging gender and age discrimination, which was dismissed. His first shareholder proposal to GM was filed in 1994 and was rejected by the Securities and Exchange Commission as a personal grievance. In 1995, a revised proposal calling for an independent board chair received 15 percent of the shareholder vote. He has since filed hundreds of proposals at public companies on governance-related topics. ²

Chevedden’s method relies on owning the minimum amount of stock required to submit a proposal under SEC rules. He reportedly owns shares in approximately 100 companies that he selects for “growth opportunities and for the chance to sponsor resolutions.” He frequently works in coordination with other retail investors, including William and Kenneth Steiner, to submit proposals at dozens of companies. His proposals typically call for the elimination of staggered boards, adoption of majority vote standards, disclosure of political spending, or enhanced shareholder proxy access. ^{4 2}

Chevedden’s activism has been noted for its detailed proposals and focus on minutia, often filing proposals concerning arcane aspects of corporate operations. One of his proposals to require companies to adopt simple majority votes at Domino’s Pizza received 98.8 percent support. Another focus of Chevedden’s has been declassification efforts, including a resolution that received 98 percent support with no recommendation from the board at IT services company EPAM Systems to “reorganize into one class to give its shareholders more leverage if the board of directors performs poorly.” ^{5 2}

Controversy

While several companies have adopted the governance changes John Chevedden promotes, including majority vote standards and board declassification, companies have challenged Chevedden’s proposals in court and through Securities and Exchange Commission no-action requests, often citing procedural issues such as inadequate proof of ownership or violations of SEC submission rules. Several federal lawsuits have been filed to block Chevedden’s proposals. In a case that began in 2010, energy company Apache Corp and engineering firm KBR Inc successfully sued to leave Chevedden’s proposals off their proxy statements, claiming in part that he failed to prove ownership of shares. In 2013, trash services company Waste Connections Inc. won a judgment after suing to exclude from its proxy statement a board-declassification proposal that Chevedden brought with an ally, James McRitchie, publisher of the website corpgov.net. ²

Executives and lawyers who were the recipients of Chevedden’s proposals have claimed that “there is no reasoning with him,” that “[h]e doesn’t try to talk to us; he tries to attack,” and that “some of his proposals are good, but you can never talk to him about his positions or his supporting statement [because] [h]e wouldn’t change them voluntarily.” ³

Environmental, Social, and Governance (ESG) Activity

Chevedden has submitted shareholder proposals involving environmental, social, and governance (ESG) topics, including a 2022 filing with Alphabet that targeted disinformation on the company’s platforms. Other proposals have sought additional transparency around corporate political lobbying and contributions. ¹

1. Gill, Maia. “Main Street’s Most Prolific Corporate Agitator Finds New Battlefield in ESG.” Bloomberg. May 25, 2022. Accessed April 18, 2025. https://www.bloomberg.com/news/articles/2022-05-25/main-street-s-most-prolific-corporate-agitator-finds-new-battlefield-in-esg
2. Nasr, Samia. “Special Report: Economy-Class Activist Investor Crashes the Corporate Party.” Reuters. October 23, 2013. Accessed April 18, 2025. https://www.reuters.com/article/world/special-report-economy-class-activist-investor-crashes-the-corporate-party-idUSBRE99M0LI/
3. Kobi Kastiel & Yaron Nili, The Giant Shadow of Corporate Gadflies, 94 Southern California Law Review 569-636 (2021) https://scholarship.law.duke.edu/faculty_scholarship/4320/
4. Rogerson, Miles. “IN-DEPTH: Surge in Investor Support for Governance Reforms.” Diligent. September 18, 2024. Accessed April 18, 2025. https://www.diligent.com/resources/blog/in-depth-surge-in-investor-support-for-governance-reforms
5. ^[1] Rogerson, Miles. “IN-DEPTH: Surge in Investor Support for Governance Reforms.” Diligent. September 18, 2024. Accessed April 18, 2025. https://www.diligent.com/resources/blog/in-depth-surge-in-investor-support-for-governance-reforms