Here’s something Meredith blogged yesterday on The Proxy Season Blog:

On Cooley’s Governance Beat Blog, Broc shared that Exxon has now filed the solicitation materials related to its retail voting program, whereby its shareholders could “opt in” to vote their shares in line with the Board’s recommendation. These are the materials Exxon noted that it planned to file with the Commission pursuant to Rule 14a-12 in its no-action request. It also committed to subsequently filing any material changes to the materials in the same manner. The materials consist of:

– Two email invitations to the program (one for registered holders, one for beneficial)

– Two printed letters to be mailed to shareholders (one for registered holders, one for beneficial) wth QR codes

– Website instructions showing the options to give standing instructions on all matters or give standing instructions on all matters except a contested election or M&A transaction (which options were detailed in its no-action request) — plus terms of the “voting consent agreement” and FAQs

– The confirmation page

Check them out!

As a post-script, I’ll add that in a webinar yesterday hosted by the Society for Corporate Governance, the panelists emphasized that this voting program can be turnkey if adopted by other companies – i.e., other companies can crib from Exxon’s process and filings. Though keep in mind that if anyone wants to change program features – which will probably happen sooner or later – they’d need to seek separate no-action relief for the new fact pattern.

– Liz Dunshee