January 17, 2008

Proxy Statements: The Q&A Format

I’m a simple guy, so I dig the Q&A format of this Home Depot proxy statement from last year. For example, I think the Q&A format made it easier for the company’s audit committee report (pages 66-68) to provide more useful information regarding the activities of the committee as compared to the boilerplate-type language that some companies use.

I’ve seen some companies use Q&A in the forepart of their proxy statement, but not many that use it for the entire document. One usability recommendation: don’t use all caps for the questions (since that is hard for humans to read); rather, place the questions in boldface.

AFSCME’s Proxy Solicitation Expense Proposals

As noted in RiskMetrics’ “Corporate Governance” Blog, AFSCME intends (or has) submitted shareholder proposals seeking reimbursement for short-slate solicitation expenses at a handful of companies this coming proxy season. This is an alternative tactic to shareholder access that could render the access movement obsolete if it catches on.

In addition, according to RiskMetrics, AFSCME has now filed (or co-filed) binding proposals seeking shareholder access at four companies: Countrywide Financial; E*TRADE; Bear Stearns; and JP Morgan Chase. Additionally, CalPERS has submitted one to Kellwood.

Marty Dunn and other former senior Corp Fin Staffers will discuss all the latest types of shareholder proposals during our upcoming webcast: “The Former SEC Staff Speaks.”

Analysis of Distressed Debt Survey

In this podcast, Evan Flaschen of Bracewell & Giuliani provides some thoughts about the survey his firm (along with Debtwire) conducted entitled “Survey: Distressed Debt Creditor Insight,” including

– Why was the study undertaken?
– What were the study’s major findings?
– What were the biggest surprises?
– What is the overall outlook for 2008 and are you seeing any evidence so far?

– Broc Romanek