State Treasurer Todd Russ, pictured at a press conference on Oct. 3, 2023, chairs the TSET board of investors. (Photo by Kyle Phillips/For Oklahoma Voice)
OKLAHOMA CITY — A state investment board’s vote to challenge several companies’ policies at minimum violated the “spirit” of Oklahoma’s open meetings law, two government transparency experts said.
While Leslie Briggs and Joey Senat, who specialize in Oklahoma’s Open Meeting Act, said it would be up to a court to decide if a state law was violated last week, they said the meeting agenda for the Tobacco Settlement Endowment Trust’s board of investors didn’t provide enough information for the public to understand the planned vote or which companies would be impacted.
The board voted Wednesday to approve sending shareholder proposals to 10 major companies in an effort to pressure executives to change their policies, including the dispensing of the medication mifepristone and the distribution of images of child sex abuse. Most public companies give shareholders the opportunity to vote on compensation packages for executives and let management know their views on issues that could affect the value of shares, and the TSET wants shareholders to vote on their ideas.
Briggs, the Oklahoma local legal initiative attorney for the Reporters Committee for Freedom of the Press, said the agenda did not provide details on which companies would receive a shareholder proposal and what would be included in the content of each. The question is whether the agenda item was deceptively vague, she said.
Treasurer Todd Russ, who chairs the board, said in a statement Monday there is “no reason to believe non-compliance occurred.”
“The Board relies on its legal counsel to ensure all actions are consistent with both the letter and spirit of Oklahoma’s sunshine laws,” he said in a statement. “Counsel from the Attorney General’s Office was present and advises the Board on compliance with the Open Meetings Act.”
A spokesperson for the Oklahoma Attorney General’s Office declined to comment. Public Access Counselor Anthony Sykes did not return a request for comment. Sykes’ unit within the Attorney General’s Office works to ensure compliance with the state’s open meeting and records laws.
Oklahoma Voice initially requested the names of the companies that would receive letters Wednesday but a spokesperson from the Oklahoma Treasurer’s Office said they weren’t publicly available. Oklahoma Voice submitted a formal open records to TSET on Thursday. A TSET official redirected Oklahoma Voice’s request to the Treasurer’s Office. The Treasurer’s Office had not provided records as of Monday.
Spokespeople for Gov. Kevin Stitt, State Auditor and Inspector Cindy Byrd and Senate President Pro Tem Lonnie Paxton, R-Tuttle, did not comment. The three leaders appointed the trio of board members serving alongside Russ.
Senat, an Open Records Act expert and associate professor at Oklahoma State University, said the agenda posted ahead of Wednesday’s meeting should give notice of what will be discussed in “plain, simple language.” Senat said he doesn’t think the posted agenda meets these terms and said it could be argued the agenda obscures the “actual purpose of the discussion.”
“This board is acting on behalf of and in the name of Oklahomans,” he said. “And Oklahomans were entitled to know which 10 companies and more specifics about these policies. That’s the point of our Open Records and Open Meetings Act.”
The item on Wednesday’s agenda includes the “Presentation, Discussion, and Possible Action of 2026 Shareholder Proposals.” Listed as sub-items were “anti-trafficking” policies, “politicized and anti-religious discrimination in charitable gift matching,” “gender ideology activism in healthcare coverage,” dispensing of mifepristone, “risks of executive compensation plans that include DEI and ESG,” and “risks of China exposure on shareholder return.”
The TSET board members, who oversee the investment of nearly $2 billion in public funds, said they were concerned that the companies’ policies could open the trust up to backlash and litigation.
Briggs said a court would have to decide whether or not state law was violated.
Since the TSET Board of Investors included “great specificity” about the specific companies and policies up for discussion during the November 2024 meeting, Briggs said it brings into question whether this information was intentionally left out of the agenda for Wednesday’s meeting.
“You have a situation where at one meeting, and in one instance, they were willing to tell the public what companies and what policies they were worried about,” she said. “And you have another instance where they have deliberately decided not to reveal that information. And in fact, are misinterpreting the open records law to state that information is not public. Those are polar opposite interpretations of the law, and that violates the spirit of those laws. That doesn’t lend itself to good faith in government.”
Without stating publicly the exact action and who the individuals or entities are, it’s difficult to know what the actual purpose of those shareholder proposals are, she said.
“If they knew in advance or during the meeting the specifics of the proposals that they would be voting on but the public did not, that would cut in favor of an agenda that was deceptive or misleading,” she said.
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