Among the Dow 30, over 80% include a substantive message² from Board leadership and/or the CEO.
What Do The Letters Say?
One of the most important purposes of the letter is to demonstrate Board engagement and effectiveness. The letter should also underscore the Board’s commitment to long-term value creation for shareholders. Effective letters are balanced in tone, articulating what is going well and celebrating achievements, but also realistic about challenges the company faces.
Where applicable, letters should also describe recent or anticipated management and Board leadership succession, introduce newly appointed directors, and address any problematic pay or governance issues from the prior year’s annual meeting. Readers should come away with a sense that the Board is being transparent, is holding itself accountable, is listening to stakeholder feedback, and remains focused on delivering shareholder value.
1 See Appendix A for a list of Dow 30 companies and description of their Board leadership structure and proxy letters, with links to most recent proxy statements.
2 “Substantive” means the letter discusses business performance, governance and/or executive compensation matters (i.e., beyond the short “please attend our annual meeting/your vote is important” perfunctory letter.
• Interplay with CEO letter in Annual Report – Six companies (Apple, Coca Cola, Disney, Merck, UnitedHealth Group and Verizon) have proxy statement letters that read more like an Annual Report letter (i.e., focus exclusively on business performance). However, they do not publish a CEO letter with their Annual Report on Form 10-K.
Who Are The Letters From? And How Many Letters Are There?
Having a single letter is the most common structure by factor of 2 : 1. And, if a company has a combined Chair/CEO, it is most common for a proxy letter to come from the Chair/CEO, either as a solo letter or a joint letter with the Lead Independent Director (LID). Beyond that, however, there is wide variation in the structure and author of proxy letters.
3 Of the Dow 30 companies with substantive proxy letters
When Should You Rethink The Structure And Author of Your Letters?
After a company decides on the Who, What, Why and How Many for its proxy statement, it tends to maintain the same structure and authors’-year-over-year. A review of Dow 30 proxy statements from the past several years shows that changes to leadership letters’ structure and authors often followed a significant development, such as CEO or Board leadership succession, proxy fight or other high-profile corporate matter.
- JPMorgan (anticipated CEO succession planning): After years of having a joint letter from the Chairman & CEO Jamie Dimon and LID Stephen Burke, JPMorgan switched to having a letter solely from the LID with a detailed discussion on CEO succession planning, noting the Board’s responsibility “to plan for an orderly and successful CEO transition.”
- Johnson & Johnson (change to Board leadership structure, CEO succession, and Board leadership transition): During 2022-2023, JNJ changed its Board leadership structure from separate Executive Chair and CEO to a combined Chair/CEO, with a new CEO appointed in 2022 and becoming Chair in 2023. At the same time, JNJ switched from having two letters: one from the CEO and one from the LID to a single letter from the LID. JNJ has maintained this structure since 2023, even with a newly appointed LID in 2025.
- Disney (proxy fight and CEO/Board leadership transition): In the past three years, Disney has brought back its former CEO (late 2022), fended off a proxy fight (2023-2024), and appointed new Board Chairs (one in 2023 and one in early 2025). During that time period, Disney switched from having (a) two letters: one from the Chair and one from the CEO to (b) one letter from the full Board (2023) to (c) back to two letters: one from the Chair and one from the CEO.
- McDonalds (change to Board leadership structure): After having an independent Chair for eight years, McDonalds re-combined the Chair/CEO role under CEO Chris Kempczinski at its 2024 Annual Meeting. In alignment with that change, its 2025 proxy letter switched from coming from the independent Chair in 2024 to coming from the Chair/CEO.
Two Dow 30 companies, however, did not change the structure or author of their proxy letters after Board leadership transition (Honeywell: one letter from LID) or CEO succession (Nike: one letter from Executive Chair)
Back to “The Why”
Substantive proxy letters are a great opportunity for Board leadership and/or the CEO to speak directly to shareholders and other stakeholders in a more personal manner at the outset of the proxy statement. As our findings show, there is no one definitive approach on the structure and author of the letters. Instead, focus on ensuring that key messages are coming through, and remember to revisit your approach following significant corporate developments.
Appendix A: Dow 30 Companies
| Board Leadership Structure |
Structure/Author of Substantive Proxy Letter(s) |
||
|---|---|---|---|
| 1 | 3M | Combined Chair/CEO | None |
| 2 | Amazon | Executive Chair, CEO and LID | None |
| 3 | American Express | Combined Chair/CEO | None |
| 4 | Amgen | Combined Chair/CEO | 1 (Chair&CEO) |
| 5 | Apple | Independent Chair | 1 (CEO*) |
| 6 | Boeing | Independent Chair | 1 (Chair) |
| 7 | Caterpillar | Executive Chair, CEO and LID | 2 (Chair and LID) |
| 8 | Chevron | Combined Chair/CEO | 2 (Chair&CEO and LID) |
| 9 | Cisco | Combined Chair/CEO | 1 (Chair&CEO) |
| 10 | Coca Cola | Combined Chair/CEO | 1 (Chair&CEO) |
| 11 | Disney | Independent Chair | 2 (Chair and CEO*) |
| 12 | Goldman Sachs | Combined Chair/CEO | 2 (Chair&CEO and LID) |
| 13 | Honeywell | Combined Chair/CEO | 1 (LID) |
| 14 | IBM | Combined Chair/CEO | 2 (Chair&CEO and LID) |
| 15 | Johnson & Johnson | Combined Chair/CEO | 1 (LID) |
| 16 | JPMorgan | Combined Chair/CEO | 1 (LID) |
| 17 | McDonalds | Combined Chair/CEO | 1 (Chair&CEO) |
| 18 | Merck | Combined Chair/CEO | 2 (Chair&CEO* and LID) |
| 19 | Microsoft | Combined Chair/CEO | 1 (full Board, with quote from CEO on IFC) |
| 20 | Nike | Executive Chair, CEO and LID | 1 (Chair) |
| 21 | Nvidia | No Chair; CEO and LID | None |
| 22 | Proctor & Gamble | Combined Chair/CEO | 1 (Chair&CEO) |
| 23 | Salesforce | Combined Chair/CEO | 2 (Chair&CEO and LID) |
| 24 | Sherwin Williams | Combined Chair/CEO | None |
| 25 | The Home Depot | Combined Chair/CEO | 1 (Chair&CEO/LID joint letter) |
| 26 | Travelers Companies | Combined Chair/CEO | 1 (Chair&CEO/LID joint letter) |
| 27 | UnitedHealth Group | Non-Executive Chair, CEO and LID | 1 (Chair&CEO joint letter*) |
| 28 | Verizon | Combined Chair/CEO | 1 (Chair&CEO/LID joint letter*) |
| 29 | Visa | Independent Chair | 1 (CEO/LID joint letter) |
| 30 | Walmart | Non-Executive Chair, CEO and LID | 2 (Chair and LID) |
* Proxy letter from CEO reads more like an Annual Report letter (focused on business performance, rather than governance and compensation matters); these six companies do not publish a CEO letter with their Annual Report on Form 10-K.