TheCorporateCounsel.net

Following my recent blog on Jim McRitchie’s commentary about how little time many companies were giving shareholders to vote, Carl Hagberg reached out and pointed me toward his Shareholder Service Optimizer article on “How and When to Properly Open and Close the Polls. This kind of topic is right in Carl’s wheelhouse & he’s got some suggestions on best practices for voting procedures. Here’s an excerpt with some of his thoughts:

– Declare that “the polls are now open for voting” when the Meeting is called to order – or, at the very latest, when it is time to begin the introduction of all proposals on the ballot, i.e., “the official business of the meeting.”

– Our own view is that the “best practice” is to introduce proposals one-by-one – and to ask if there is any discussion, which most of the time these days is no – but if so, to hear it then and there. If there is any discussion, allow a brief pause (a few seconds should be fine here) for voters to amend their votes if they wish to, before moving to the next item.

– When all the proposals have been introduced, move to the General Discussion Period – and announce that the polls will be open for 10 more minutes “to allow voters who have not yet voted or who wish to change their votes online to do so.” Yes, a few holders may have to ‘multi-task’ but so be it, we say.

Carl also recommends providing a “fair warning” & another “last and final warning” during the few minutes prior to the time that the polls will close.

– John Jenkins