April 19, 2016

5 Reasons Why I Hate the Proxy Season

Hi there! This is Julie Kim, the newest member of team. As noted in my bio, I spent 9 years in-house – and six years in a law firm – in NYC before relocating to sunny Southern California. Broc asked Susan & I to think of five reasons why we hate the proxy season to kick us off on this blog.

Now, you probably have one of three reactions:

– “Only 5 reasons? Are you kidding? I can think of 20!”

– “Thank goodness somebody else at my company/firm deals with the proxy statement. Those poor suckers.”

– “This looks like a Huffington Post article. Is this website now resorting to click bait?”

For those of you still reading – whether out of misery or schadenfreude – please know I don’t think my 5 reasons have caused me to feel an emotion as intense as hatred. They did, however, make me have some existential moments where I questioned the very meaning and value of my profession.

I don’t know. Maybe it was hatred after all.

1. Scheduling – and participating in – an endless number of meetings involving a cast of thousands (the company’s in-house working group, outside counsel, shareholder proponents, etc.) regarding various parts of the proxy statement during a very busy time for all.

2. Once December comes rolling around, not being able to attend weekday holiday parties because you have to make the board mailing deadline – or the courier delivery deadline for procedural deficiency letters. Essentially, you’re saying goodbye to your friends until March or April.

3. Those other companies with their beautifully designed proxy statements in eye-catching colors, making the rest of us look bad.

4. Surprise NEO perquisite issues, leading to stressful discussions about the SEC’s perks guidance and proxy disclosure rules.

5. Post-10-K fatigue so that everyone then forced to turn to the proxy statement – other lawyers, the controller’s group, outside auditors, etc. – are grumpy and impatient.

For those of you in the home stretch of proxy season, good luck and know that you are not alone!

And 5 More Reasons Why I Hate the Proxy Season

Hi everyone. Susan Reilly here, excited to start blogging after spending a year quietly lurking on the team! Here’s my bio – and here’s my list:

1. Clients who ask for hand-marked comments on a PDF version of the proxy statement. This was the bane of my existence when I was a junior lawyer.

2. Having to draft shareholder proposal statements in opposition before hearing from the Corp Fin Staff that you have to include the proposal. This is especially frustrating when you’re confident the proposal will be excluded – but you still have to send the statement in opposition to the proponent by the 30-day deadline.

3. Waiting until the last minute (compliance/rule check) to make outside counsel aware of related party transactions/independence issues. Since these relationships have a huge impact on ISS & Glass Lewis voting recommendations, knowing what to disclose and how to disclose it is critical – and it’s easy to miss some of the nuances.

4. Proxy statements that repeat the same information in multiple places. Of course, it makes sense to highlight certain important information in the executive summary and also later in the proxy statement, but nobody needs to read about the voting standard four times!

5. Five months of non-stop craziness. Moving straight from shareholder proposals, to preparing the 10-K, then the proxy statement and first quarter 10-Q . . . all without coming up for air in between.

Why Do You Hate the Proxy Season?

Send reasons why you hate the proxy season to Broc – and he’ll compile them anonymously and blog them. Tis the season to hate!

Broc Romanek