February 10, 2014

Sorely Needed: Guidelines for the VIF’s Language

Recently, I received the latest newsletter from Broadridge’s Independent Steering Committee and was happy to see this excerpt:

The Committee discussed the issues that arise when the uniform format and space limitations on the Vote Instruction Forms utilized by brokers may prevent the inclusion of all of the language that appears on an issuer’s proxy card, which, unlike VIFs, can be whatever size and format that an issuer chooses. At its meeting on June 17, the Committee recommended a set of VIF Guidelines. Under the new guidelines, Broadridge will no longer do any editing of proposals other than three minor agreed-upon edits, and will print as much of the text from the proxy card as possible until space runs out, at which point the VIF will contain language informing the reader that “due to space limitations, see Proxy Statement for the full proposal.” The Committee accepted the proposed language and expressed its support of a VIF format that is impartial to shareholders and issuers alike while preserving the VIF’s machine-readable efficiency.

I have posted these new VIF Guidelines from the Broadridge Independent Steering Committee in our “Voting Instruction Form” Practice Area. As noted in the newsletter, the Guidelines mainly deal with adapting overlarge proxy card language to the space available on the VIF form – the guidelines seek to keep editing by Broadridge to a minimum.

What About Improving the VIF’s Usability?

Given the SEC’s new focus on disclosure reform, one of the most important items to tackle – in my opinion – are those communications that investors are most likely to see. There is a lot of room for improvement, from VIFs to IR web pages to notices that online proxies are available. For example, here is an “Electronic Delivery Alert” that I received from Charles Schwab last year (with certain info that I deleted) that isn’t a model of clarity:

You elected to receive shareholder communications and submit voting instructions via the Internet. This e-mail notification contains information specific to your holding in the security identified below. Please read the instructions carefully before proceeding.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting

2013 __ CORPORATION Annual Meeting of Stockholders
MEETING DATE: ___, 2013
For holders as of: ___, 2013



CONTROL NUMBER: 61_________

You can enter your voting instructions and view the shareholder material at the following internet site:

Note: If your e-mail software supports it, you can simply click on the above link.

Internet Voting is accepted up to 11:59 p.m. (ET) the day before the meeting/cut off date.

To view the documents below you may need the Adobe Acrobat Reader. To download the Adobe Acrobat Reader, click the URL address below:

The relevant supporting documentations can also be found at the following internet site(s):

Proxy Statement
__ CORPORATION Proxy Statement

Annual Report
__ CORPORATION Annual Report

Shareholder Letter
__ CORPORATION Shareholder Letter

It reads to me like this was written in the late ’90s, the era when folks were told to “click here.” It needs a reboot…

More on “The Mentor Blog”

I continue to post new items daily on our blog – “The Mentor 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:

– “Collective” Shareholder Engagement: Launch of UK Investor Forum
– Does a Former Director Have Standing to Demand Books & Records?
– FINRA’s Annual Priorities Letter
– How Many Ways Can the SEC Describe a “Year”?
– How a Tweet Undermined a Drugmaker at a Medical Conference

– Broc Romanek