| Hi, it's Mark Bergen. On Wednesday morning, shareholders of Google parent Alphabet Inc. will vote on eight outside proposals for corporate change. Here's a safe bet: All eight will be voted down. So it's gone for years at Google and other technology titans, where founders and insiders often have tight control over voting rights. Yet shareholder activists keep raising proposals, even though most votes are foregone conclusions. At Alphabet on Wednesday, there are proposals to share more government content removal requests, to disclose further risks from antitrust probes and to add a human rights expert to the board. Last week, Facebook Inc. investors voted down the same board proposal for an added expert board member, plus a bolder one centered on child exploitation. Despite a losing streak, tech's ethically-minded shareholders are increasingly optimistic. For one, asset managers like BlackRock Inc. and Vanguard Group Inc. have become more willing to support social and environmental issues, particularly after the racial justice movement and political upheaval of the past year. Those big asset managers "carry a lot of weight," said Alexandra Higgins, managing director for Okapi Partners, a corporate governance consultancy. There's also activists' stunning victory at Exxon Mobil Corp. Last week, upstart hedge fund Engine No. 1 successfully ousted two Exxon board members for not being sufficiently concerned with climate change. Such campaigns might be more difficult at tech companies—unlike Exxon, their share prices are rising. But activists can still notch some indirect wins. For example, three years ago, Facebook shareholders nixed a proposal to form a risk oversight committee. A month after the vote, Facebook started advertising roles for its own "Risk & Response" team. And earlier this year, Alphabet announced it would begin tying executive pay to environmental and social goals, a topic activists have hammered the company about for years. The Alphabet Workers Union, an employee labor group started this year, is backing one of the upcoming meeting's proposals requesting greater whistle-blower protections. The union has argued that the company isn't responsive to employee concerns, but as shareholders, they're guaranteed to get an audience with Alphabet brass at least once a year, said union member Raksha Muthukumar. "They have to listen," Muthukumar said. Even doomed shareholder proposals "have a cumulative effect," said Michael Connor, head of Open Mic, an accountability nonprofit. "If I told you three years ago there would be a vote at Amazon over facial recognition, you have told me I was crazy." There was such a vote last week. Amazon shareholders voted it down. In tech, the odds are often particularly stacked in favor of company management. Giants like Google and Facebook have dual-class stocks that company founders control through super-voting shares. Google pioneered the structure, arguing that it was necessary to keep innovation whirring. And sure, over the years it did arguably free Google to make expensive wagers that have flourished (AI research) and flopped (stratospheric balloons, Glass). In a more recent filing, Alphabet recycled this logic to shoot down a proposal to end its dual-class status. But the same arguments ring hollow today. Alphabet is now worth over $1.6 trillion and gushing profits. No Wall Street pirates are clamoring for the company to sacrifice ambitious investments at the altar of short-term gains. Plus, control sits with co-founders Larry Page and Sergey Brin, who both basically retired in 2019. Some shareholders are sick of the power differential. Last week, Facebook investors voted on a proposal to end the dual-class system that gives Mark Zuckerberg outsized control. Higgins from Okapi Partners calculated how non-insiders voted: 90% disagreed with Zuckerberg and supported the call to give shareholders equal footing. At the annual meeting, the proposal was still voted down. —Mark Bergen | 
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