2025 MARKS THE 25TH ANNIVERSARY OF “NOTICE AND ACCESS” – THE BEST “PUSH-MODEL” EVER!

BILLIONS OF DOLLARS SAVED. BUT NOW, IT DESPERATELY NEEDS A FIX: A “PULL-MODEL” THAT WORKS – AND A RADICAL RE-ORDERING OF REQUIRED INFO

Issuers of securities should be sounding big cheers for 25 years of Notice and Access – which has saved tens of billions of dollars in printing, enclosing and pushing paper proxy packages to investors, many of whom mostly threw them in the trash. 

We well recall that in the year before N&A took effect the AT&T proxy packages alone filled ten railroad cars with A-Rs and Proxy Statements. Then they were shipped to the mailing house, which needed to obtain and enclose a Proxy Card, an outgoing and postage-paid return envelope and usually a Chairman’s letter before being metered and trucked to post offices around the country - with fingers tightly crossed for their complete and timely delivery. As we have been saying all along, this is the biggest and best “Push Model” ever invented.

But as we have also been saying - with increasing alarm of late - there are no really effective “Pull Models” that would allow potential voters to quickly and conveniently “close the marketing loop” and actually VOTE, as roughly 70% of all individual shareholders once did.

In the “Old Days” all an investor needed to do was to open the envelope, eyeball the materials quickly to see if the company was still in reasonable shape, check the boxes (where now there seem to be way more than ever to check) shove the card in the handy return envelope and plop it on the outgoing mail pile.

Today, however, a N&A recipient no longer has the needed tools in hand: He or she has to set aside some special time to go to and open their laptop – or an i-phone if they are tech-savvy - find and review the materials - and the voting issues at hand (which, by the way, have gotten lengthier, more

complex and more fought-over than ever) then search out the Voting Page, enter a control number (unless they are smart enough to be pre-registered on the voting site and/or recognizable by a QR code, which most voters are still not able or willing to enable – yet) then check the boxes before hitting the send button, which often comes back to you because you fat-fingered the keyboard or left something out along the way.

The “marketing loop,” for those of you who may not be familiar with this term, is the process that needs to occur between being presented with a chance to “buy in” to something - and actually closing the sale. The more steps there are, the less buy-in there will be. And in the vast majority of cases, if the potential buyer puts the task aside until “later”, the impulse will be lost and the marketing loop will never close.

A Radical Solution To Address The “Retail Voting
Apathy Crisis”

We, of course, understand the need for full disclosure, but if we really want to encourage voters to vote, we need to make it easier, simpler - AND to treat shareholders like the adults they are! 

Here’s our RADICAL SOLUTION - and our ROADMAP:

• Get the SEC to allow you to enclose brief synopses of the proposals at hand, along with Management’s recommendations, with the NOTICES themselves—and simply refer readers who want more detail to the full Proxy Statement.

The current method forces all e-voters—who now make up the vast majority of voters—to stop what they’re doing, go to a computer (or maybe their tablet or smartphone), navigate to a voting site, locate and review the relevant materials, and then key in their choices. No wonder retail investor voting keeps dropping, year after year!

• Better Investor Education is Imperative!  Ask the SEC for permission to enclose the educational booklet “Shareholder Votes Have Value” with the Notices themselves, where it will ride completely free of extra postage. We can’t imagine why they’d refuse permission.

• Allow investors to cast their votes immediately - using the Notice and the “summary” itself to call-in or mail-in their vote - or to go immediately to the voting site, using a QR code.

• Get the SEC to let you enclose a postage-paid return envelope that investors can use to cast their votes by mail, then and there if they wish. 

In many cases, this is actually the fastest and easiest way to cast one’s votes and to actually ‘close the marketing loop.’—“Once and done,” in minutes!