The Shareholder Forum

supporting investor interests in long term enterprise value

 

Purpose & History of Services

The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by the New York Society of Security Analysts with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and orderly exchange of the information and views needed to resolve them. The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to activist challenges with orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated confidentially by any investor or by the subject company, or by the professional advisors to either.

 

TheCorporateCounsel.net, September 10, 2009 article

 

 

 

TheCorporateCounsel.net Blog

The Practical Corporate & Securities Law Blog

Broc Romanek and Dave Lynn are Editors of TheCorporateCounsel.net

 

September 10, 2009

The Return of Virtual-Only Shareholder Meetings? Herman Miller's Third Year in a Row

Well, it's been done before. Annual meetings held solely online. Inforte was first company to conduct their annual meeting solely online in April '01. Ciber did it in '02 and ICU Medical in '04. Siebel Systems had plans to do it in '03 - but changed course in the face of criticism.

Now we have a relatively small company - Herman Miller - that filed this proxy statement last week, indicating that it would be the latest company to hold a virtual meeting. And you want to know the biggest surprise of it all - this will be the third year in a row that the company will do so! Slipped under the radar. Anyone aware of any other companies out there doing this?

Although I drafted them about eight years ago, these FAQs on conducting electronically-only meetings remains the best thing out there on the topic (because its about the only thing written on the topic) - it's posted in our "Annual Shareholder Meetings" Practice Area.

Here is one of the FAQs worth considering:

What risks does a company face if it holds an electronic-only stockholders' meeting with no physical counterpart?

Increased shareholder activism is quite possible - as well as potential negative media coverage based on the scorn of disappointed stockholders that like to have the opportunity to attend physical meetings.

Some investors have expressed concerns that electronic-only meetings would deprive them of the opportunity to meet with company representatives face to face. They believe that these physical meetings allow investors to better express their positions - and that management and the board listen more closely when communications are made in person.

After Delaware changed its laws in 2000, the Council of Institutional Investors wrote letters to the CEOs of all companies incorporated in Delaware urging them not to conduct electronic-only meetings. Unions also are concerned about the changes in the Delaware law.

Particularly for matters that are contested at a stockholders' meeting, electronic-only meetings pose the risk that a company can be surprised by large stockholders who vote at the meeting or change their vote - thereby making the outcome of meetings less predictable.

A risk for management is that an electronic-only meeting likely would result in greater attendance with more questions asked compared to a physical meeting - since attending an electronic meeting is fairly easy. This is a risk for those companies who like their meetings small and intimate (i.e. the fewer questions, the better) - but an advantage for those who don't mind the attention.

 

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- Broc Romanek

Posted by broc at 7:15 AM
 

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.