TheCorporateCounsel.net

March 21, 2013

Notable Proxy Statements: A Collection

I can’t profess to read all the proxies being filed – not the way that Mark Borges remarkably does when he analyzes their pay disclosures in his blog – but here are a handful I have peeked at:

Coca-Cola
General Electric
Pfizer
Johnson & Johnson
Honeywell
Hallador Energy (information statement)

Transcript: “Conduct of the Annual Meeting”

We have posted the transcript for our recent webcast: “Conduct of the Annual Meeting.”

My Final Four picks are Michigan over Michigan State in the final, with Wisconsin and Miami also in the Final Four. No #1 seeds make it that far…

More on Annual Meeting Conduct

Supplementing our recent webcast on the topic, in this podcast, Carl Hagberg, an Independent Inspector of Elections and Editor of The Shareholder Service Optimizer, provides his thoughts about the conduct of the annual meeting, including:

– What is your biggest concern about tabulation issues for this proxy season?
– What should companies say – and do – at the annual meeting if the vote looks close?
– How should companies handle adjournments?

Survey Results: Voting Options for Registered Shareholders

It is our understanding that the SEC has asked transfer agents (and others that deal with registered shareholders) to ensure that – if their phone and Internet voting applications have a “vote with management” button – they must also have a “vote against management” button. [You may recall that I have blogged, Broadridge will eliminate the "vote with..." button, encourage beneficial holders to vote on individual items, and indicate that if the holder clicks on "submit" without selecting any items individually, proxies and vote instructions will be cast in accordance with board recommendations.]

Here are survey results about the state of preparedness for the record holder side of this development:

1. At this time, our company intends to deal with registered shareholders by:
– Including both “vote with” and “vote against” management buttons – 3%
– Not including either “vote with” and “vote against” management buttons – 33%
– Including just the “vote with” button (but not the “vote against” button) – 0%
– Doing whatever our transfer agent (or whomever handles our registered holders) tells us – 40%
– Not sure at this time – 24%

– Broc Romanek