March 19, 2012

Anatomy of Prudential’s Groovy Proxy Statement

On Friday, Prudential filed its preliminary proxy statement and Peggy Foran has done it again. Here are some of the features of this year’s proxy statement that make it a cut above:

1. Overall, there are even more charts than the many that Pru has included in the past (eg. book value)
2. As there has been in the past, there are both letters from the CEO and the board to shareholders (including each director’s picture on the board letter this year – see page 2)
3. The board’s letter explain its reaction to last year’s say-on-pay vote and discusses shareholder engagement (page 2); and there is a shareholder engagement discussion on 25
4. There is a discussion on corporate political contributions and lobbying expenditures (page 27)
5. There are multiple discussions on sustainability (see pages 3 and 26). Sustainability also is now part of the director qualifications chart on page 22 (and the charter of the governance committee was changed to address sustainability too)
6. There is a new box devoted to board diversity on page 11
7. The board risk oversight disclosure has been expanded on page 24
8. There is a discussion about the courage of Pru’s Japanese colleagues in the wake of last year’s tragic earthquake on page 4

Overall, the proxy is very readable – and the online version will be quite functional once the definitive proxy is filed (see last year’s proxy) – as always. A great example for the rest of us…

STA Petitions SEC Over Proxy Service Fees for Separately Managed Accounts

Last week, the Securities Transfer Association (STA) filed this rulemaking petition with the SEC regarding proxy processing fees being charged for managed accounts. The petition requests that the SEC either issue interpretive guidance prohibiting broker-dealers (and their agents – read Broadridge) from charging companies at the beneficial owner level for investment advisory accounts (where the beneficial owner has delegated proxy voting authority to an investment adviser) or have disputed fees placed into escrow until this managed accounts flap is resolved by the NYSE and SEC.

Webcast: “The SEC Staff on M&A”

Tune in tomorrow for the webcast – “The SEC Staff on M&A” – to hear Michele Anderson, Chief of the SEC’s Office of Mergers and Acquisitions, and former senior SEC Staffers Dennis Garris of Alston & Bird and Jim Moloney of Gibson Dunn discuss the latest rulemakings and interpretations from the SEC.

– Broc Romanek