April 27, 2012

How to Deal With “Occupy Your Annual Meeting”

In response to my blog this week about the fireworks at Wells Fargo’s annual shareholders meeting (1000 demonstrators, few dozen arrests), I’ve gotten a number of interesting responses. Although some report that a coalition of unions and other organizations calling itself the “99% Power” intends to target more than 200 meetings, although only a few dozen companies are listed on “”

Some members suggested the use of virtual shareholder meetings would allow companies to dodge such a problem (a notion I will rebut some other time, but see yesterday’s blog). Some welcomed the challenge – some quivered in their boots. Some journalists even contacted me because they had been frozen out of recent shareholder meetings and wondered if that was legal (more on this later too).

For those planning your annual meeting and it is likely to be the target of demonstrations, I urge you to review the transcripts of the numerous webcasts I have held over recent years on “Conduct of the Annual Meeting” including the great one I held last month (these transcripts are posted in our “Annual Stockholders’ Meetings” Practice Area). You want to be prepared – but not overreact either.

In addition, wunderkind tabulator Carl Hagberg has graciously posted these excerpts from his most recent issue of the “Shareholder Service Optimizer” on his site:

Rules of Conduct for Shareholder Meetings
Our Top-Ten Tips for Dealing with Speakers at Shareholder Meetings
Our Number-One Tip for ‘Annual Meeting Security’

Also check out these “Basics” materials from Carl…

A Revamped Nasdaq Website: Access to Many Useful Materials

From Suzanne Rothwell, Several years ago, I participated in a webcast on this site with Mike Emen, Senior Vice President, Nasdaq’s Listing Qualifications Department. At that time, Mike mentioned that he was starting to do the legwork to revamp how the Nasdaq rules were posted, add more FAQs and exemption/interpretative letters and generally make information more available online regarding listing standards, corporate governance and compliance requirements to assist companies and their advisors. All this – and more – has been accomplished. In addition, Nasdaq currently is in the process of changing hard-copy listing and other filing/notification forms to electronic submissions.

Given so many changes to the Nasdaq website, some practitioners are having trouble finding the location of these materials. In our “Nasdaq Guidance” Practice Area, we have linked to all of the primary materials. One of these is the “Nasdaq OMX Listing Center,” where a user can create an account in order to complete and electronically submit required forms. The Center now supports the electronic submission of Corporate Governance Certifications and Listing Agreements. Listing Applications, Listing of Additional Shares (LAS) Notification Forms and Requests for Rule Interpretations.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Proxy Advisors Vary Greatly In Withhold Recommendations
– Labor Fund to Challenge Omission of Auditor Rotation Proposals
– Even More on “Benchmarking the Number of ‘Executive Officers'”
– Director Troubles: What Now?
– H-P Gives Activist Shareholder Board Seat
– Online Annual Meetings Begin to Click
– Doing Diligence for Related Person Transactions: How Far Do You Go?
– California: New Law Requires Contractors to Comply with SEC Conflict Minerals Reporting Obligations
– Reaching Out to Largest Investors Prior to Annual Meeting

– Broc Romanek