February 12, 2014

Broadridge’s Latest Changes to Interim Tally Policy for Proxy Contests Called Off!

Yesterday morning, no sooner did I blog about a new Broadridge interim vote tally policy for proxy contests on the Blog than I got word that Broadridge decided to reverse its decision and stick with its old policy. Broadridge’s change was to provide each side of a proxy contest with early voting results relating only to their own proxy card – but after receiving strong pushback, they decided: “Upon further internal review, Broadridge will not be implementing the change announced last week. Both sides of a proxy contest will continue to receive interim voting updates for their own and each other’s ballot.” Broadridge is trying to maintain a neutral stance – but that is challenging given the factors it faces.

To be honest, I’m not quite sure where Broadridge stands with its policy that came under fire last proxy season when it tried to reverse course in the midst of a campaign related to a “split the CEO/Chair positions” shareholder proposal at JPMorgan. Last I heard, the policy was under review even though JPMorgan had backed down and allowed interim tallies to continue to be provided to the co-proponents – although this blog I wrote in July indicates that Broadridge was not providing interim tallies to shareholder proposal proponents anymore. However, I thought that the SEC or other regulators might weigh in and there could be further change. Does anybody know? Unfortunately, its policies are not posted on their website.

Anyways, here is a 4-minute video I slapped together last night trying to explain Broadridge’s role and the policy saga to date:

The Other Exclusive Forum Bylaw Case: Charter Case Dismissed Without Written Opinion

Last year, I blogged that a case had been brought against Edgen Group, a Delaware corporation with an exclusive forum provision in its charter. It is believed that the judge in this Louisiana case has dismissed the lawsuit without a written opinion…

Our good friend Lou Rorimer – who retired from Jones Day a few years ago – was featured in this article since his dad was one of the leaders of the Monuments Men. Matt Damon plays his dad in the movie, but they changed the character’s name since his dad is not portrayed accurately (they apparently introduced some “character flaws” to make the movie more interesting). Lou thinks the movie did a good job of telling the story. Here is another article about his dad…

Transcript: “Exclusive Forum Bylaws: What Now?”

I have posted the transcript for our recent webcast: “Exclusive Forum Bylaws: What Now?”

– Broc Romanek