Aug 19, 2009 | 2009, 2009 Q1, Issues, Proxy
And Don’t Help The Corporate Cause At All… In Their Actual And “Model Responses” To Proposed Changes In The “Broker May Vote” Rule… Basically Flicking A Finger At The NYSE And Its Proxy Rule Committee
Aug 18, 2009 | 2009, 2009 Q2, Annual Meetings, Issues, Proxy, Virtual Meetings
Your editor had the honor to serve as the Inspector of Election at Intel’s 2009 annual meeting, the first “virtual annual meeting” ever.
Aug 18, 2009 | 2009, 2009 Q3, Annual Meetings, Issues, Proxy
The SEC – which was expected to vote on Direct Access to the corporate proxy machinery for the purpose of nominating director candidates on Nov. 8th, announced in early October that it would delay a vote on the final rules until early 2010 – to be sure that they would “get itright.”
Aug 17, 2009 | 2009, 2009 Q1, Issues, Transfer Agents
We’ve been expecting to have at least one really big story about Transfer Agency consolidation for well over six months now. But in the meanwhile, we’ve been amazed at how many questions we’ve been getting from issuers about “small transfer agents”.
Aug 16, 2009 | 2009, 2009 Q4, History, Issues
As Y2k09 came to an end, it was quite an unpleasant shock for boosters of long-term investing like us to realize that for most individual investors – especially those who faithfully followed a “buy and hold” approach – the entire decade of the 2000s came to naught…and to NOUGHT – to a big fat zero .
Aug 16, 2009 | 2009, 2009 Q1, Best & Worst Practices, Issues, Notice & Access
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.
Aug 15, 2009 | 2009, 2009 Q1, Annual Meetings, Best & Worst Practices, Issues, Virtual Meetings
This is the beginning of a totally new approach to Annual Meetings, and one that will ultimately result in a totally new A-M paradigm, we think.
Aug 15, 2009 | 2009, 2009 Q1, Annual Meetings, Best & Worst Practices, Issues
If you missed the original webcast on this subject, sponsored by The Capital Markets Board, you can hear it on our website
Aug 15, 2009 | 2009, 2009 Q2, Annual Meetings, Best & Worst Practices, Issues, Proxy
It did not take a smart reporter very long to sniff out a problem with the way Apple reported its 2009 voting results – especially with regard to the “widely watched” Say on Pay proposal, which Apple reported had been defeated.
Aug 15, 2009 | 2009, 2009 Q2, Annual Meetings, Best & Worst Practices, Issues, Proxy
The first commandment when it comes to tabulating and reporting Meeting results is this: “Always prove every item to the Quorum”
Aug 15, 2009 | 2009, 2009 Q2, Annual Meetings, Best & Worst Practices, Issues
Another of our very favorite topics has jumped to the forefront this season: We’ve been warning year after year about the need to be sure that you have the proper authority to adjourn your annual or special meeting…
Aug 15, 2009 | 2009, 2009 Q2, Annual Meetings, Best & Worst Practices, Issues, Proxy
When announcing results at the meeting, the best practice is to stick tightly to the numbers.
Aug 15, 2009 | 2009, 2009 Q3, Annual Meetings, Best & Worst Practices, Issues, Proxy
Our Top “Practical Tips” On What To Do… To Head-Off A Potentially Career-Ending Snafu
Aug 15, 2009 | 2009, 2009 Q3, Annual Meetings, Best & Worst Practices, Issues, Proxy
Unless you’ve been living under a rock somewhere, you know of course that NYSE Rule 452, aka the “broker-may-vote rule”, aka the “ten-day-rule”
Aug 15, 2009 | 2009, 2009 Q1, Activist Investors, Annual Meetings, Issues
For openers, how about 100+ proposals for shareholders to have a “say on pay”?
Aug 15, 2009 | 2009, 2009 Q2, Activist Investors, Annual Meetings, Issues, Proxy
The season opened with a big loud bang, when Bank of America’s chairman Ken Lewis was stripped of his chairmanship by a binding vote to separate the Chairman and CEO roles.
Aug 15, 2009 | 2009, 2009 Q2, Activist Investors, Issues, Proxy
We came away from the Society’s annual conference almost 100% certain that there would be “proxy access” in time for the 2010 meeting season.
Aug 15, 2009 | 2009, 2009 Q2, Activist Investors, Annual Meetings, Issues, Proxy
A Delaware court ruled that a binding-bylaw proposal that would prohibit the company from seating any director who failed to achieve a majority vote in an uncontested election had to be included on the ballot at Trico Marine Corporation…
Aug 15, 2009 | 2009, 2009 Q4, Activist Investors, Issues, Proxy
We Also Urge The SEC To Urgently Fix The Scandalous Defects In Our Old And Badly Broken “Proxy Plumbing” Systems Before Forging Ahead… And Tell Them How To Do It
Aug 15, 2009 | 2009, 2009 Supplement, Investor Relations, Issues
An Interview with Eric van Aalst and Kevin Pezien of CITCO
Aug 14, 2009 | 2009, 2009 Q3, Annual Meetings, Compliance & Ethics, Issues
At long last, recognizing that under the current N&A “regime” issuers have lost fully one-half of the votes of individual investors that they’d been getting before N&A – but still insisting there might be “other explanations” for this coincident phenomenon –...
Aug 14, 2009 | 2009, 2009 Supplement, Compliance & Ethics, Issues, Proxy
By Rhoda Anderson, President, Rhoda Anderson Associates, and Co-Founder, EZOnlineDocuments It doesn’t seem so hard these days to forecast the climate at the SEC. With the financial “tsunami” of last year and an ongoing technology front fast moving in, it seems to be...
Aug 14, 2009 | 2009, 2009 Supplement, Compliance & Ethics, Issues, Proxy
By T.L. Montrone, Chairman, President and CEO of Registrar and Transfer Company The SEC solicited comments on ways to improve Notice and Access (“N&A”) through a proposed rule-making published earlier this year. Concerned with the drastically reduced retail...
Aug 8, 2009 | 2009, 2009 Q3, Abandoned Property, Issues
In our last issue we opined that a Pay-Czar was “probably NOT a good thing”…and his recent actions have proven us right
Aug 8, 2009 | 2009, 2009 Supplement, Abandoned Property, Best & Worst Practices, Compliance & Ethics, Issues
Recent developments have underscored the value of “staying connected” to shareholders in an attempt to prevent escheatment or preserve the immunity granted by states when a corporation or its transfer agent escheats securities to a state as unclaimed property.