Everything You Need To Know About Notice & Access… And About E-Proxies Too
We continue to be amazed by the number of corporate citizens - and by the number of their law firms and other advisors too – who are still confused about Notice and Access.
Some think that it’s mandatory this year. (It’s not, of course.) Others think that the requirement to post one’s annual meeting materials on the web is only for companies who plan to use N&A. (This, of course, isn’t true either; it’s mandatory this year, as Optimizer readers all know.) Many companies have been thinking that “someone else” is handling this for them – like maybe another area of the company…or maybe their transfer agent, or proxy solicitor…only to wake up at the 11th hour and discover…OH, NO!
If YOU still feel a bit confused…or if you are looking to benchmark your own efforts against “Best Practices”… please visit our website, www.optimizeronline.com (click under “What’s New”) and read the transcript of a 1-hour webcast that was put on by Broc Romanek and the Corporate Counsel a few month ago. (Amazingly, you can skim the transcript in much less time than it took to listen live!)
There are two Top Takeaways here, we think: First, that it takes much longer than most people think to post your materials on the web in a “reasonably good” way, and longer yet to do a really GOOD job…Say like 60 days…with good partners.
Second, and the most important takeaway by far, is that you do not need to slavishly follow the proxy rules in exactly the order they appear in the regs…and that, almost certainly, you should not do so…if you want people to read your materials and act on them. There are lots of other good, practical and tactical tips outlined here too…by panelists Lyell Dampeer of Broadridge, Keir Gumbs, of Covington & Burling, LLP, proxy solicitation experts Paul Schulman of the Altman Group and Tom Ball of Morrow & Co…plus your editor.
MEANWHILE…A BELATEDLY URGENT CALL FROM SEC COMMISSIONER LUIS AGUILAR, IN LIGHT OF THE HUGE FALLOFF IN INDIVIDUAL VOTING: IMPROVE E-PROXY OR REPEAL IT…
“I strongly suggest we move quickly to consider E-Proxy” he said at a February “SEC Speaks” event in D.C., reported on by the ever-watchful web-crawler Dominic Jones. (www.irwebreport.com/daily)... “improving it if possible, repealing it if necessary, but with the goal of restoring investor participation.”
Aguilar noted that this year, less than 5% of individual investors were casting a vote after receiving a Notice in the mail. “For these investors, access clearly didn’t equal delivery” he said. Jones noted that “uninformed voting is another unintended consequence of the rule”, citing statistics that Broadridge provided to Commissioner Elisse Walter that fewer that one-half of one percent of VOTERS actually accessed company material before casting their votes. Hello…oh, oh, oh…Commissioner Aguilar…and fellow Commissioners…Where’s that big Investor Education Program that even YOU realized was needed…and promised to launch…three years ago!!! Let’s please get rolling, before it’s way too late to save the day for this truly important development!!!