TheCorporateCounsel.net

Since we continue to get so many questions about voluntary e-proxy, I have decided to hold an emergency webcast – “Broadridge Speaks: Demystifying E-Proxy’s Implementation” – next Tuesday, August 7th, so that senior Broadridge executives can explain the nitty gritty about how they will help implement e-proxy.

Broadridge (formerly known as ADP) is driving the e-proxy process and will address all the items on this detailed agenda during the webcast. This is a great companion program for our popular June 2-hour webcast on e-proxy (audio archive and transcript now available).

Posted: “Mandatory” E-Proxy Adopting Release

Last Thursday, the SEC finally posted its adopting release regarding universal e-proxy. You may recall the Staff has been avoiding using the term “mandatory” with this rulemaking because that term implies that a company would have to deliver electronically. This is not true, companies can still deliver in paper under universal e-proxy – the only thing mandatory about it really is that companies will have to post their proxy materials on their website. And most companies already do that. The other change wrought by universal e-proxy is that the proxy materials would have to include another half-page worth of content, the “Notice of Internet Availability of Proxy Materials.”

There continues to be a lot of misinformation out there about what mandatory e-proxy really means. In fact, there even is a bit of misinformation out there about voluntary e-proxy. I hear that some folks are recommending that companies sit out the first couple of years to see how things shake out. Remember that significant cost savings are available – although the calculations can be complex – and that a bi-furcated approach is allowable (ie. you can deliver paper and use access for different shareholders). Tune in to next Tuesday’s webcast to learn more about how to conduct your e-proxy cost-benefit analysis.

Last Call: Executive Compensation Disclosure Tips

Don’t forget that the deadline for our new game – “Executive Compensation Disclosures: 51 Tips” – is this Wednesday, August 1st (we will accept stragglers). We have had many great tips submitted so far, as well as some funny and curious ones. But we know a lot of you out there have more.

What’s In It For You? Four things:

1. You participate in a fun game.
2. You learn practical tips to improve your compensation disclosure skills.
3. You share some practical tips with an eager audience.
4. You achieve fame (if you want). You get points and – if you are one of the five top scorers – get your name placed in the Hall of Fame. If you wish to remain anonymous, that is fine too. No one will be acknowledged publicly unless they consent.

How to Play: Send us some practice tips on how to best navigate or improve the compensation disclosure drafting process or draft better disclosures, including things that you have seen a lot of companies do wrong this proxy season. Keep your tips brief (three or four sentences and not more than 50 words). Send us at least one tip and not more than five tips before the deadline.

How to Win: Any tip earns you 10 points. The best tips receive a bonus score of 50 points, the second-best ones earn 30 points, and the third-best ones earn 15 points. If you are among the top five scorers, your name is added to our Hall of Fame (if you consent to being named). All participants will be sent an email with their point total.

How to “Cheat”: Reflect on your own experience and derive important tips. We also encourage you to borrow ideas from your friends and coworkers. This really isn’t cheating – but my kids are always looking for the “game cheats,” so I felt compelled to act like there might be “cheats” involved.

How to Send Your Tips: Just email them to broc@naspp.com. Remember the limit of five tips. The deadline is close of business on Wednesday, August 1, 2007.

– Broc Romanek