Our Top “Practical Tips” On What To Do… To Head-Off A Potentially Career-Ending Snafu
With our top-ten strategic tips under your belt, it’s not too early to begin planning the practical side of your 2010 Election Campaign – a proxy season that we predict will be more challenging than any season we’ve ever seen. So here goes:
1. Do NOT abandon the idea of using the N&A model – probably the biggest money-saving deal there IS in our “space” – But DO begin to work on your “stratification plan… NOW.
2. Have a conference call, or better yet, a sit-down with your Broadridge rep, with your Transfer Agent rep, and with your proxy solicitor, if you used one, to review the 2009 vote, the number of “broker votes” you got last year - which you won’t get this year, where director elections are concerned - to work-up the stratification plan for 2010.
3. Call or meet with your Employee Ownership Plan trustees, and the Plan administrators too, and all of the other service providers you may use here for data conversion and/or proxy tabulation, to make sure you have a good plan to “get out the employee vote”… and that all of the people involved are “on the same page”.
4. Unless your 2009 Quorum was 85% or higher AND your “broker vote” was 20% or lower, be sure to have at least one “routine proposal” on your ballot, to assure that you will HAVE a quorum – plus a decent “cushion” just in case – when you convene your meeting in 2010.
5. Plan to mail paper materials to every registered and street name investor who voted a proxy in 2009: Make sure you know how many of such people there were – and exactly how many shares were voted by them. This will virtually guarantee that those very same people will cast their votes again this year. You can not afford to loose a single vote from this group.
6. Make sure you know how many of your registered holders, and how many of your street-name holders have signed up for paper-delivery. Currently, 3.5 million street name holders have signed up to always get paper. You need to know how many of them hold YOUR stock, and Broadridge can tell you. The number of registered holders who always want paper varies widely from company to company…So be sure you know your own numbers here too before ordering any printed materials.
7. Now go to your list of “strategic actions” that may be required in 2010, paying particular attention to the kinds of proposals you expect to have on your ballot: If you have any proposals that need a majority – or worse, a supermajority of the outstanding shares, and not merely of the quorum in order to pass – you will probably want to “push” paper materials to your larger individual investors, since paper-getters DO vote at roughly twice the rate of Notice only recipients. The same principle of “stratification” should hold true if you expect to have shareholder proposals that you do NOT want to pass. (Please think of the 80/20 rule here, and check your own numbers: Most times, less than 20% of your holders will hold more than 80% of the voting power, so you can “stratify” accordingly and still save BIG MONEY with N&A.)
8. If you think that one or more of your directors MIGHT become the target of a Vote-No campaign - or worse yet, get a Vote-No recommendation from one or more of the proxy advisory services - call in a proxy solicitor if you don’t have one, and begin to draft a more elaborate battle-plan.
9. Start drafting your proxy materials ASAP – and pay special attention this year to the “look, feel, and overall readability and user-friendliness” of ALL your materials if you want to maximize the vote. (We promise to have a separate list of practical tips on drafting, design and layout of paper and web-hosted materials in our annual Special Supplement…coming in early December.)
10. Think seriously about an investor education program, beginning NOW: Just as with institutional investors, the time to reach out is NOT when you have an “issue” or a “problem”, or when your meeting is next week. Sadly, most companies send NOTHING to investors anymore, except for the Notice, and maybe a paper proxy-package that comes one time a year. We think it IS time to invest a bit of time and money to “get out the vote” – and that it is usually a lot cheaper than when you have to send such stuff “in extremis”.
Please see the next section for more of our thoughts on this.
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