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Helping public companies and their suppliers deliver better and more cost-effective programs since 1994

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Proxy solicitors & advisors

Not so many years ago we were almost ready to declare this a dying industry: The last thing that anyone wanted – whether they were a big institutional investor or a nice Mom or Pop, sitting down to dinner or the TV – was to have their proxy “solicited” by an old-time proxy chaser.

But oh how times have changed – with a huge upsurge in the successes of shareholder proposals and other sorts of ‘approaches’ from activist investors, ‘vote no’ campaigns and out and out proxy fights, which have been breaking previous records year after year. And oh how the smarter solicitors have changed their business models to suit the times.

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Interestingly, the biggest winners in the marketplace since our 2007 review have been two firms that were smaller, nimbler and newer back then - and feistier and more creative than the old-guard it seemed to buyers - MacKenzie Partners and Innisfree, who are typically lined up first in virtually every real fight out there. Georgeson – an ‘old-line form’ and still one of the best-known and most respected brand-names in the business – is typically on one side of most big-company fights as well.

If ever there was a business where PEOPLE are the “cutting-tool” that decides which firm makes the cut - and where PEOPLE can actually make or break the outcome - it’s this one...So let’s hasten to note the big strides made by Okapi Partners on the fight and advisory scenes in recent years, and also to note the huge success of Alliance Advisors, which has rounded-up over 500 clients in just five years - and which has been growing 15% a year – mostly with mid-size and smallish companies who often get short-shrift from the ”big firms.” Let’s note too, the recent acquisition of the big, old-line DF King firm by transfer agent AST – and to note especially the smallish, “niche firms” like Regan and Associates and Laurel Hill, who have special expertise in proxy fights that arise in smallish companies - like community banks and old-timey family-owned firms where the biggest battles tend to play out in local or regional communities, and very often to get personal – and down-and-dirty to boot.  

Our advice:

These days, companies of every size need to consider having a proxy solicitation firm that has a strong success record with companies like theirs “on tap” …in case an activist knocks on the door. Even when there are no “issues” we say, use one of them at least every other year, to keep them, and you, in fighting trim.

Very important to say, “don’t automatically cast aside your old firm...to automatically hire the firm your counsel or your investment banker thinks is the hottest gun this week” if a fight seems imminent or does break out.

Review are articles on proxy solicitation, proxy fights – and on selecting a solicitor; “Teamwork, and good chemistry is everything in a proxy contest” we advise…So use our ‘Chemistry Test” to be sure the “fit” with your company’s culture and style, and with your senior management and the board is a great one.

Then, since several firms will usually pass the sniff-test – and the chemistry test too – use our “Life-Boat Test”: The analogy is a powerful one, since in proxy fights, the need to survive as a company, and as a team, is often paramount. All of the key players need to operate in perfect synch – and often in uncomfortably close quarters, so there’s no room in the boat for anyone who does not pull his or her weight to the fullest.

This, by the way, is a good way to select any important service provider. It comes back to “people” again: If you choose the firm that leads the Lifeboat Test, the choice becomes much clearer and simpler - and you won’t ever go wrong.

Alliance Advisors

Alliance Advisors is a multi-faceted shareholder communications and governance advisory firm specializing in proxy solicitation, corporate governance consulting, proxy contests, market surveillance and proxy management. We are an independent, management-owned firm that provides our clientele with year-round consultation and analysis of institutional investors, the proxy advisory firms as well as the ever-changing governance and activist landscape. Founded in 2005, Alliance has an extensive client roster of more than 400 corporate clients, which includes some of the most prestigious names in American business. We distinguish our firm by having a staff of senior proxy executives, former professionals from ISS and a complimentary suite of products and services. Alliance has vast expertise in dealing with all proxy issues and corporate transactions including: executive compensation, contested elections, mergers, shareholder proposals and corporate governance. Our success is based on a combination of our dedicated professionals, sophisticated databases, unmatched service and the firm’s collective commitment to flawless execution.

www.allianceadvisorsllc.com

Georgeson Proxy Solicitation Services

Helping you achieve your corporate objectives.

Georgeson provides strategic shareholder consulting services to corporations and shareholder groups working to influence corporate strategy. We offer advice and representation in mergers and acquisitions, proxy contests, capital raisings and other extraordinary transactions.

Whether you are considering a merger, takeover, corporate restructure, demutualisation, capital raising or other complex transaction, we will work in partnership with you and your advisory team to formulate and deliver measurable outcomes to help you achieve your corporate objectives.

Our services are tailored to meet your specific requirements and will enable you to:

  • Make informed decisions on crucial corporate initiatives
  • Directly communicate and engage with your shareholders
  • Understand shareholder sentiment on key resolutions
  • Facilitate good corporate governance

Thousands of governance professionals across the globe have turned to us for:

Trusted solutions: With more than 75 years of industry experience, our trusted acumen has demonstrated ways that we help our clients consistently achieve their business objectives.

Industry expertise: From our team leaders to senior management no other firm has the combined depth and breadth of the intricacies of the corporate governance landscape.

Global view: With offices in most major financial regions across the globe, our team provides a global view of corporate governance issues that matter most to you.

Being part of Computershare: Owned by the world’s largest share registrar – Computershare; we are able to facilitate the seamless flow of data and obtain real-time confirmation of actual proxy forms received. We can greatly enhance your program and ensure the security of highly sensitive and confidential information such as registers or proxy voting lists. Using third parties can create additional and unnecessary risk.

www.georgeson.com

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Laurel Hill

The Laurel Hill Advisory Group is North America’s only independent cross border Shareholder Communications Advisory Firm. When a response from a shareholder base is required -whether as simple as a routine meeting or as complex as a hostile take-over or addressing escheatment matters, Laurel Hill makes certain the required response is attained.

On both sides of the border we are regularly engaged in high profile, complex and contentious situations involving M&A, restructuring, and corporate governance issues.

Our team’s experience includes the best proxy fight win record of any firm since our inception eight years ago. Our independence means we focus solely on serving our clients interests as we are not subject to the conflicts that arise within other proxy firms, which have transfer agent ownership.

Cross border operations allow us to effectively reach shareholders regardless of their location – Canada, the US or globally. We have offices throughout North America, giving our clients first rate cross border capabilities that specialize in contested or annual meeting solicitation, information agent services, Mergers and Acquisitions, special meeting solicitation and shareholder asset recovery programs.

We also provide Depository and Escrow services. Our state of the art Asset Recovery Center provides the ability to reach retail shareholders in an efficient and controlled manner. We believe that public issuers need to be proactive rather than reactive. If you agree, give us a call.

Independence | Experience | Results | www.laurelhill.com | (516) 933-3100

Mackenzie Partners

MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance consulting firm specializing in mergers-and-acquisitions related transactions. MacKenzie’s Proxy Solicitation and Mergers & Acquisitions Services Group provides advisory and execution services for annual and special meetings and in corporate control contests - such as unsolicited tender offers, proxy fights and consent contests.

Annual & Special Meetings - In our work with annual and special meeting proxy solicitation clients, MacKenzie Partners is often asked for an analysis and recommendation regarding the probability of passing specific proposals, and for the development of the most cost effective solicitation campaign that ensures a successful outcome.

Proxy Contests - Whether we advise a dissident shareholder or incumbent management, one of our key strategic roles is to frame the issues and shape the message to be delivered to a company’s shareholders. The goal is to convince shareholders to vote their proxies in favor of our client and against the opponent.

We also provide advice regarding the timing of proxy material mailings, press releases and advertising to receive maximum impact, to respond to the oppositions’ communications with counter-arguments, and to try to “get in the last word” before the annual meeting takes place.

MacKenzie Partners Inc.
105 Madison Avenue
New York, NY 10016
www.mackenziepartners.com
800-322-2885

Okapi Partners LLC

Okapi Partners LLC is a strategic proxy solicitation and investor response firm providing a full range of solicitation and information agent services. Okapi Partners represents clients including activist investors, corporations and mutual funds and provides expert consultation and advice as well as superior service, top intellectual capital, established industry relationships and outstanding execution capabilities.

Headquartered in New York City, the experience of our senior management team working with clients on both sides of mergers, proxy fights, hostile tenders and rights offerings gives us unrivaled insight into how investors respond to formulate a successful campaign.

(212) 297-0723 • OkapiPartners.com

Regan & Associates

Leading the way in Proxy Solicitation, Mutual Bank and Credit Union Conversions, and Proxy Fights

Always remember: “What works on Wall Street doesn’t always work on Main Street” We are THE EXPERTS at what will work on Main Street.

www.ReganProxy.com • (212) 587-3005 • (800) 737-3426

Morrow Sodali

The cornerstone of a successful solicitation is viewing it as a year-round commitment. The expert, dedicated teams at Morrow Sodali handle all aspects of your solicitation including an initial analysis of your shareholder profile, review and offer advice on your preliminary proxy statement to highlight potential issues from the proxy advisory firms ISS and Glass Lewis. Combining our global reach and years of experience, we furnish our clients with information on corporate governance, SEC and SRO rule changes, and emerging governance issues in real time.

Gerard Mucha, COo

(203) 658 9400

www.morrowsodali.com

Tollefsen Business Law PC

Stephen Tollefsen helps smaller reporting companies find affordable solutions. Mr. Tollefsen provides advice and counsel in corporate governance matters, securities law compliance and proxy contests, enabling smaller reporting companies to comply with the requirements of federal securities laws in a cost-effective manner. Mr. Tollefsen has successfully represented both shareholder activists seeking representation on the board of directors, as well as issuers defending against insurgent attacks and hostile takeovers.

Tollefsen Business Law PC

(425) 353-8883

st@tbuslaw.com