April 27, 2005

Understanding Overvoting

Last week, someone posted the overvoting question below in our “Q&A Forum” – note that overvoting reportedly occurs at 95% of shareholder meetings – and I couldn’t help but have Julie conduct this interview with me to delve deeper into this unexplored topic. For the answer to the question below, see #879 in our Q&A Forum:

“Apparently it is relatively common that at proxy time, ADP and the broker community don’t properly reconcile votes. Very often brokers transmit voting instructions through DTC for more shares than they really have, in some cases substantially more. The transfer agent and ADP both wash their hands of the problem, and all point fingers at the brokers having multiple account numbers at DTC returning votes with the wrong account flagged. In years past, we haven’t heard about this problem. This year, the transfer agent explained the problem and wants us (the issuer) to tell them how to tabulate the overvotes. The transfer agent will either (a) not tabulate the vote of a broker’s shares unless the votes correspond to the broker’s DTC position or (b) tabulate the shares in such a manner as to “subtract” the over votes from management’s recommendations. Unbeknownst to us, option (b) has been used in years past. Any reaction on the choices, other alternatives and what others are doing? Have others heard of this problem?”

D&O Insurance Transcript is Posted!

We have posted the transcript from the webcast: “D&O Insurance Today.”

SEC Approves Prohibition of Analysts from Participating in Road Shows

Last week, the SEC approved a NYSE and NASD rule that prohibits analysts from participating in road shows. The 10 largest investment banks have already been subject to such a ban since a 2003 settlement with Eliot Spitzer.

Besides barring analysts from appearing at road shows, the new rules preclude analysts from any communication with current/prospective banking customers while bankers are present. Similarly, the rules forbid bankers from directing analysts to take part in sales or marketing efforts related to investment banking deals.

Under the new rules, analysts will be allowed to “educate” investors about investment banking deals, provided their presentations are fair, balanced and not misleading. Analysts may communicate in writing or make oral presentations – but only if investment banking personnel and company managers aren’t present.