- When announcing results at the meeting, the best practice is to stick tightly to the numbers. To save time, it’s fine, of course, to announce that “each director has achieved a majority (or a plurality if that’s your standard) of the votes cast”…or “at least X votes …or X% in favor of election, and to recite the percentages of WHAT have been cast in favor of the proposals. But it should be up to the Meeting Chairman – and not the Inspector — to announce that directors “have been elected” and whether each item has “been approved”…or not.
- If there is any doubt at all as to the actual outcomes – OR we say, if “a large number of votes have been received on the morning of the meeting” – consider reporting the “preliminary results”…and promise to report the final results on the company website “as soon as the Inspectors can complete the necessary due diligence” If it is crystal clear that the final results will not be significantly different from the preliminary numbers, it’s fine to say that too.
- We HATE to hear people say the results are “too close to call”. Just use the language immediately above…and forget, or limit the “preliminary numbers” to proposals that are clearly not in doubt.
- Always remember that many proposals are precatory; Thus, it is not appropriate to say that such proposals have “passed” or have “been adopted” as we’ve seen some companies and some Inspectors mistakenly report.
- If and when you decide to report percentages, be sure that you have calculated them correctly – and have used the right numbers in the denominator. AND, also be sure that you report exactly what they are percentages OF: For example, X% of the shares outstanding… Or present in person or by proxy…Or of the “votes cast”
- Pay attention to the “optics” of what you report: These days, the percentages in favor of each director – which you are not required to report - don’t look nearly as nice as they used to in many cases. Pay attention to the rounding methodology and to the optics there: Normally, WE round up to one decimal place. But last week, in a hotly contested matter, the actual 72.25% looked a lot better to us – partly because it was more accurate than 72.3% - but also because ‘a quarter of one percent’ seemed easier to grasp in terms of the actual margin of victory. And please don’t play games: Round all the numbers consistently.
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