October 11, 2018

D&O Questionnaires: No Changes For This Season

This Stinson Leonard Street blog highlights rule changes that could affect the upcoming proxy season. It says that most companies won’t need to make any changes to their D&O questionnaires for 2019 – though some might add questions on board diversity if the company wants to voluntarily explore that hot topic. In addition, the steady trickle of this year’s SEC guidance & rule changes means that there are plenty of things to watch out for outside of the questionnaires. Among other items, the blog delves into these topics:

– 162(m) disclosures
– Impact of changes to smaller reporting company rules
– Inline XBRL
– Changes to Form 10-K cover page
– Impact of SEC’s disclosure simplification
– Perks disclosures
– Cybersecurity disclosures

As you’re preparing for proxy season, don’t forget to tune in Tuesday, October 16th for the webcast – “Proxy Solicitation: Nuts & Bolts” – to hear a panel of experts discuss the role of proxy solicitors and whether they can help predict activist campaigns. And we’ve already scheduled two January webcasts to help you conquer this crazy time of year:

– January 10th: “Pat McGurn’s Forecast for 2019 Proxy Season”
– January 22nd: “12 Tricks to Help You During Proxy Season”

Investor Meetings: They Aren’t Going As Well As You Think?

Here’s your chance to be a hero and offer practical client advice that doesn’t just reduce risk, but gets money in the door. This blog from Adam Epstein offers a buy-side perspective on why investor meetings chronically falter – even if companies think they’re going well. For example, everyone’s favorite PowerPoint deck might be doing more harm than good. Here are a few tips for improving it:

Length: Smart investors know that the length of a PowerPoint presentation is often inversely proportional to the quality of the company. Aim for less than 20 slides. Precedent matters, and the number of great small-cap companies with ~ 25+ page decks is not high.

Information Weighting: Executive bios, market data, service/product description, intellectual property, strategy, risks, competitors, financials, and use of proceeds slides should all be evenly distributed. When key information isn’t equally weighted (e.g., 35%+ of the slides are about the market opportunity), investors know there is a reason why…and it’s never good.

Accessibility: Investors marvel at why so many companies make their investor presentations so challenging to find on their websites. Always follow the two-click rule for information investors most want: the information should never be more than two-clicks away from the company’s home page. When investors have to try hard to find basic information, it sends a bad message.

More on “The Mentor Blog”

We 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:

– Chart: Rule 144
– Insider Trading Policies: Addressing “Cyber” Info
– Sustainability Progress: “The Devil’s In The Details”
– What Does an “Interested Directors Statute” Do for You?
– Insider Trading: “Big Data” – Big Problem?

Liz Dunshee