January 6, 2004

First Samples of Shareholder Communication

The first proxy statements addressing the new SEC requirements regarding disclosure of the shareholder/director communication process are starting to be filed. The new requirements are applicable to any proxy statements that are mailed on or after January 1st.

For example, here is the disclosure from SunAir Electronics, whose proxy statement was filed yesterday:

“The Board provides a process for stockholders to send communications to the Board or any of the Directors. Stockholders may send written communications to the Board or any the Directors c/o Secretary, Sunair Electronics, Inc., 3005 S.W. Third Avenue, Fort Lauderdale, Florida 33315. All communications will be compiled by the Secretary of the Company and submitted to the Board or the individual Directors on a periodic basis. It is the Company’s policy that the Directors who are up for election at the Annual Meeting attend the Annual Meeting. All of the nominees up for election at the 2002 Annual Meeting of Stockholders attended the 2002 Annual Meeting of Stockholders.”

UGI Corp.’s Proxy Statement (also filed yesterday) indicates that this company was not prepared for the SEC’s action:

“The Company is considering the establishment of procedures by which Shareholders can send communications to the Board of Directors or to the non-management directors as a group. The Company will post those procedures on its website upon their adoption.”

We will continue to post useful samples in “How Shareholders Can Contact Directors” in our “Shareholder Access” Portal.

Bert Denton’s View of the World

Bert Denton has been one of the more controversial activists for some time – but now some of his ideas have come into their own as part of governance reform. Members can learn more in this interesting interview with Bert Denton on Improving Shareholder Returns With Better Governance.