TheCorporateCounsel.net

The transcript for our recent “Conduct of the Annual Meeting” webcast is now available. Chevron’s Mary Francis, The Shareholder Service Optimizer’s Carl Hagberg and Peder Hagberg, Lucky Strike Entertainment’s Matthew Kane and Alliance Advisors’ Jason Vinick discussed the latest developments and timely considerations for before, during and after your annual meeting.

During the program, Carl shared this helpful reminder of the importance of someone on the team sounding alarm bells if something in the voting or tabulation process doesn’t look right:

My number one suggestion, make sure you have a good inspector of election who, (A) has written presumptions as to the validity of proxies, and (B) knows what they mean, knows how to enforce them and rule on them, and (C) who can stand up if challenged and explain. At least five times a year, our inspectors get questions like, “How do you really know these votes are right?” We have a little mini script in our heads, where we tell them what we did to assure that the numbers are right.

Make sure that your inspector and your proxy solicitor has what I call a “good sniffer.” They smell trouble when the numbers don’t look right. We’ve had many cases where they discovered, “Oh, they forgot to mail to the employee plan,” or some big giant pile of proxies got left in a corner and didn’t get counted, or there’s something wrong, and you need to swing into action, or it’s just a mistake. Somebody made a big mistake and voted the wrong way.

We always look at the big voters. If you don’t see JP Morgan Chase voting only 70% of their position, you know there’s something wrong there. That would be number one – to make sure that you see potential problems coming and you’re prepared to respond to it.

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– Meredith Ervine