- The problem of “meeting congestion” on the busiest meeting dates continues to be a growing issue for issuers - and for their key suppliers: We predict that issuers will increasingly have to vie for favorable meeting dates and times, since at best, there are only eight hours in a given day when companies can safely hold their meetings without riling up shareholders - and directors too. So start your engines early (like maybe now) if you want to assure your preferred dates and times, the availability of the best-in-class service providers and their Top-of-Team staffing too, we advise.
- Best-in-class companies have been timing their meetings right down to the second - and will increasingly have to do so due to “congestion issues”: As we have been advising regularly, careful and highly detailed scripting, careful timing of each meeting segment and one or more thorough dress rehearsals - with all hands on board - are absolutely essential to a smooth-running Meeting.
- Despite repeated demands from institutional investors that there be a “dialogue” at VSMs - and ways for shareholders to “interact” with management at the Meeting - we could only find one company (GM) that not only allowed but encouraged shareholder to dial in with questions.
- A horrible trend - rushing VSMs to conclusion seems to have gone on “speed dial”: Many companies are answering only pre-submitted questions - and failing to even mention the “question box” on the VSM app. Despite promises on the part of activist investors to be on guard against such bad practices - and to retaliate next year against some or all directors who allow them - so far this year we have seen basically nothing, and frankly, we don’t expect any real action in 2023 - although the risks to companies of being “named and shamed” is still theoretically high. Ultimately, however, we do not think that institutional investors will allow these practices to prevail.
- Many companies have been allowing far too little time at VSMs for shareholders to vote online at all. Could YOU vote your proxy in five seconds or less? (Please see our scripting tips to prevent issues here, lower down in this issue.)
- Loss of connectivity during VSMs continues to be a problem: While statistically, the number of incidents that we have observed has been extremely low (at slightly more than one per-cent of the Meetings our Team attended) this drives Directors - and the C-Suite officers WILD - even though THEY are often the cause of partial outages, by accidentally hanging up on conference lines instead of hitting the mute button. These, as noted elsewhere, are basically “rookie errors” that are almost always preventable with adequate scripting and rehearsals. In our experience, the number of outages due to unstable or totally lost Internet connections is extremely small, but readers, do be sure to check the strength and stability of the Internet connections, wherever your key-players plan to be. And here - especially - issuers need to have a well-defined game plan on what, exactly to do if the main site goes down. (Please see our notes on the Master Ballot, later down in this issue.)
- The new-this-season policy of several large investment funds to delegate voting authority to downstream money-managers caused a flurry at several Meetings our team attended when the ISS vote-processing service transmitted a sometimes large number of client voting instructions after the polls were closed. ”Rookie errors” here too, we’d say - where newly empowered money managers had no clue as to the need to vote on time, much less what that time WAS. There was at least one “squeaker” where the margin of Yes vs. No votes narrowed down a lot - but not enough, thank goodness, to change any of the final outcomes. We expect that by next season the “rookies” will get up to speed, but readers, do stay on guard here.
- Lastly, as we have been warning for the past year, we experienced multiple meeting-adjournments for lack of a quorum - thanks mainly to the number of brokers that no longer cast “uninstructed votes” on so-called routine matters. Several companies failed to pass one or more proposals at the third adjourned meeting for lack of a quorum. While one or more adjournments occurred at only a dozen or so of the 550+ companies where we served to date, please remember that the only meeting that really counts is your own. So make sure to carefully review your shareholder demographics as of the record date next year - and to have a plan in place to reach out to non-voters early - and often - to assure a quorum.
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