Each year, DFIN helps more than one-third of the publicly held companies in North America produce and distribute their proxy materials. This assistance includes content advisory and management, message development, writing and editing, design, web hosting, regulatory filing, printing, and distribution, as well as end-to-end annual meeting services. We deliver thought leadership, best practices and primary research about key audiences, asking the questions that challenge traditional assumptions and enable us to distill the issues about which investors care most.

Strategic discussions with DFIN’s director of corporate governance services help develop a tailored approach to reach shareholders more effectively. During these strategy sessions, we review:

• Past voting results and recent performance
• Goals and objectives for the proxy statement
• Best practices on content, structure, format, design, and document navigation to support the company’s goals and objectives

Based on this assessment, we recommend high-impact changes in content, structure, language and design to highlight your company’s strengths, achievements and executive compensation alignment and to demonstrate your commitment to good governance and shareholder engagement. Additionally, our designers find solutions that are visually appealing, functionally resilient and strategically sophisticated.

Our financial writers and editors are experts in clarifying core messages and in helping clients articulate their vision, their practices and their performance in plain English. Whether crafting a narrative from scratch or editing existing prose, we work with your executives and legal and compliance professionals to ensure the language in the proxy statement is clear, accessible and useful to the investment community – as it satisfies compliance obligations. Particular focus is given to explaining the relevance of items subject to voting decisions.

ESG, pay ratio disclosures, Say on Pay, record levels of investor activism, unprecedented focus on company boards and executive compensation are but a few of the issues you face. A well-structured, reader-friendly proxy statement is your most effective tool for constructively engaging shareholders and engendering goodwill from the investor community. Our comprehensive proxy services will help you achieve this goal.

The significance of a sound corporate governance policy is unprecedented in today’s environment of shareholder activism. In particular, institutions are becoming increasingly active, aggressive and influential shareholders.

Until recently, most institutions were content to remain on the sidelines during annual meeting season, often deferring their vote to management. However, these institutional investors today are now becoming increasingly concerned with the corporate structure and practices of their investments. Moreover, many institutions have established their own proxy guidelines and committees, effectively taking the matter out of the hands of the portfolio manager.

The following is a brief list of what InvestorCom offers clients with our Corporate Governance Consulting service:

• Review of Corporate Governance Practices
• Institutional Shareholder Activism Profiling
• Proxy Voting Recommendation Agency Policy Review

MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance consulting firm specializing in mergers-and-acquisitions related transactions. Our extensive work and experience in corporate control contests keeps us at the forefront of the leading issues in corporate governance and how they affect both management and the investment community.

We provide background research and analyses on shareholder proposals covering a broad area of governance issues, including but not limited to, cumulative voting, director compensation, classified boards, shareholder rights plans and how various institutions tend to vote in these situations.

We also counsel management and the Board as to whether a proposal is likely to pass and develop vote projections to support our views.

Through our ESG Advisory and Corporate Governance Consulting, Morrow Sodali provides our clients with insights and updates on environmental, social and governance-related matters on an ongoing basis, including the assessment of best practices and emerging trends as they relate specifically to our client’s circumstances. As part of our year-round consulting engagement, we analyze each client’s shareholder profile, provide guidance on the full range of ESG matters, and most importantly, anticipate potential ESG challenges to minimize the risk of shareholder activism. As we assess potential risks from emerging trends or changes in ownership position, we provide strategic, practical and insightful advice to help clients make informed decisions. Our subject matter expertise covers the full spectrum of ESG matters, including sustainability, executive compensation, and board composition and evaluation, to name a few. In addition to proxy solicitation, our team members have expertise in stock surveillance and executive compensation.

Morrow Sodali is a global corporate advisory firm that provides clients with comprehensive advice and services relating to corporate governance, ESG, sustainability, proxy solicitation, capital markets intelligence, shareholder and bondholder engagement, M&A, activism and contested situations.

From headquarters in New York and London and offices in global capital markets, Morrow Sodali serves over 1,000 clients in more than 80 countries, including many of the world’s largest multinational corporations. Clients include listed and private companies, mutual fund groups, stock exchanges and membership associations.

In 2022, Morrow Sodali celebrated its 50th anniversary and also secured majority investment from TPG Growth, the middle market and growth equity platform of alternative asset firm TPG. This partnership will significantly advance the firm’s mission of providing clients worldwide with unrivaled strategic advice and comprehensive support, enabling them to maximize value and expertly manage stakeholder relations.

Okapi Partners helps clients understand the ever-changing expectations of investors and how to address them appropriately through planning and managing Shareholder Engagement programs as well as Annual and Special meetings.

Through modeling various vote projection scenarios, Okapi assists corporate issuers in planning and executing strategy for successful solicitation programs for director elections, executive compensation plans, and dealing with shareholder proposals.