Kim Kardashian, Sugar Ray Leonard, Britney Spears, Ringo Starr.When it comes to choosing spokespeople to endorse its brightlycolored footwear, Skechers U.S.A. Inc. has gone for a diverselineup of celebrities.

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But when it comes to picking who sits on the board of theManhattan Beach, Calif.-based company, things look decidedly moremonochrome: nine white men, the youngest of whom is 48 yearsold.

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That homogeneity rankles an increasing number of investors, whoare demanding that boards become more diverse. In fact,shareholders have been so successful in pressing the largest U.S.companies to add women to their boards, they're now drilling downinto the next tier of businesses and shining a spotlight ondiversity—or rather the lack of it—at midcap and smaller members ofthe Russell 3000 Index such as Skechers.

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Amalgamated Bank of New York's LongView Funds unit, whichcontrols $42 billion, including $13 billion in actively managedassets, is making the sneakers company into the poster child forits diversity lobbying this year. The bank has filed a proxyproposal asking Skechers to diversify its board and prepare areport on the steps it's taking.

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Amalgamated made similar proposals at six other midcap companiesthis year. The bank, which is majority owned by Workers United, anaffiliate of the Service Employees International Union, has in thepast teamed with big institutional investors such as the CaliforniaPublic Employees' Retirement System and the New York State CommonRetirement Fund to prod companies in the S&P 500 to add womento their boards.

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Amalgamated CEO Keith Mestrich said the bank aims to expand itsadvocacy push. “Now the effort is to try to deepen this into abroader set of companies,” he said at his office in New York'sChelsea neighborhood. Mestrich added that Amalgamated, which hassocially responsible B corporation status, has been advocating fordiversity not only because it's the right thing, but also becauseit improves a company's operations.

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“Having a commitment to diversity makes sure you don't getgroupthink,” he said. “You get better decisions.”

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Longview's campaign aimed at midsize companies began withthe 2014-15 proxy season, when it filed proposals at five of them,only one of which was in the S&P 500. Today all five have atleast one woman director. In the 2015-16 proxy season, the bankfiled proposals at five more companies: Qorvo Inc., XPO LogisticsInc., Stifel Financial Corp., Linear Technology Corp.,and JoyGlobal Inc. Those initiatives were withdrawn at all but one—JoyGlobal, a Milwaukee-based maker of mining equipment, where it wentto a vote and failed by a narrow margin. (Last year, Japan'sKomatsu Ltd. agreed to acquire the company.)

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Smaller companies lag far behind their larger peers regardingdiversity. Only 1% of S&P 500 companies have all-male boards,and just 21% of them have boards that are less than 15% female,according to Peter Kimball, executive director at ISS CorporateSolutions Inc. But when you look at the broader index, the genderimbalance is stark: Among Russell 3000 companies that aren't in theS&P 500, 28% have no women on their boards, and 62% have boardsthat are less than 15% female, the ISS data show.

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Mestrich declined to name the other companies where LongView hasfiled this year, because they've entered into talks with the bankabout acceding to its request. Four of the proposals have beenwithdrawn so far. “It's better to be in negotiations and have themtake steps,” he says, adding that none were as well-known as thefootwear company. “Usually, they do it to avoid publicembarrassment.”

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Each year about 20 such proposals are filed at U.S. com­panies,ISS says. This year as of the end of March, ISS has already loggedabout 33 board diversity proposals, not counting those filed byLongView. Twenty were at companies that aren't part of the S&P500.

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While giant government pension funds such as the NYS CommonRetirement Fund and CalPERS have long pressured companies ondiversity and other governance issues, some private-sectorbehemoths are now raising their voices as well.

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State Street Global Advisers Inc., which manages $2.5 trillion,drew a line in the sand on March 8, International Women's Day. Itpromised to hold companies it invests in accountable, threateningto vote its shares against those that don't embrace diversity. Tounderline that new stance, State Street placed a bronze statuecalled Fearless Girl, her hands on her hips as she stares directlyat the iconic bull sculpture, on Bowling Green in LowerManhattan.

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BlackRock Inc., which manages $5.1 trillion, said a week laterthat it too would begin to make board diversity a focus.

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Both BlackRock, which owns about 8% of Skechers, and T. RowePrice Group Inc., which holds a 2.5% stake, declined to comment onwhether they would vote in favor of the LongView proposal. Skechersdidn't respond to emails and phone calls seeking comment.

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This isn't the first time the shoe company, whose founderscontrol a majority of votes through two classes of stock, has facedsuch a move. Last year the NYS Common Retirement Fund filed asimilar motion. Skechers' board argued against the move, calling it“unnecessarily restrictive” and adding that it “would not maintainthe necessary flexibility in the nominating process to ensure thatthe most qualified candidates are selected.” Shareholders rejectedthe pension fund's proposal.

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Cornish Hitchcock, a Washington attorney who represents theLongView funds in shareholder actions, questions the view of theSkechers board.

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“It seems fair to ask why a footwear company can't find aqualified female candidate,” he says. “If the current board can'tfind a qualified female or minority candidate, what does that tellus about the competence of the board?”

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Bloomberg News

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