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 CFA Society of New York (at the time known as
the New York Society of Security Analysts) with lead investor and former
corporate investment banker
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
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 shareholder engagement as
well as 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.
Shareholder Forum Processes
The SEC released new rules in January 2008 "to facilitate communication and
thereby encourage the creation of, and participation in, electronic
shareholder forums," formalizing support of the policies and practices its
staff had helped to define.
For a later review of regulations
relating to shareholder forum communications in the context of the
2010 SEC Vote to Seek Public Comment on U.S. Proxy System, see the
following responses to Staff requests:
July 30, 2018, Chairman Jay Clayton of the U.S. Securities and Exchange
Commission: "Statement Announcing SEC Staff Roundtable on the Proxy Process"
September 27, 2015 Wall Street Journal: "How Some Investors Get Special
Access to Companies | In meetings with top executives, facts and body language
flow from public companies to handpicked recipients"
October 5, 2014, John Endean of the American Business Conference published in
The Wall Street Journal: "The Untapped Power of Individual Investors"
July 30, 2014 Forum Report: Supporting the Definition of Issues to Be
Considered by Investors and related
August 11, 2014 Forum Report: Corporate Responsibilities for Issue Definition
and Information Access
July 24, 2014 Reuters: "Republican lawmaker to grill U.S. SEC over
June 27, 2014 Forum Report: Preliminary Review of Objectives for Investor
Initiation of Issues
June 5, 2014 Forum Report: Support for Shareholder-Initiated Engagement
May 30, 2014 The Deal:
"Ackman pushes unorthodox shareholder proposal," followed
June 2, 2014 The Deal: "Ackman ditches referendum and launches proxy
May 28, 2014 Wall Street Journal: "Lawmaker Raises Concerns to SEC
About Ackman's Allergan Referendum | Regulator Is Expected to Review Proxy
Materials Pershing Square Has Filed"
May 21, 2014 Forum Report: Questions About Shareholder-Hosted Meetings of
First Quarter 2011, Directors & Boards: cover story, "Fixing the Annual
December 23, 2010 Securities Technology Monitor: "SEC Shouldn’t Mandate
Social Media: The Shareholder Forum"
December 20, 2010 Forum Report: Response to Proposed SEC Rule Requiring
December 8, 2010 Securities Technology Monitor: "Broadridge to SEC:
Mandate Use of Social Media"
November 16, 2010, Securities Transfer Association: "Comment letters on proxy
reform show strong support for change" (9
pages, 589 KB, in
November 5, 2010, Broadridge Financial Solutions, Inc., as presented to the
U.S. Securities and Exchange Commission: "Discussion of Investor
Participation" (12 slides, 1,508 KB,
PowerPoint format); see also
November 8, 2010 U.S. Securities and Exchange Commission: Memorandum re:
"Meeting with Representatives of Broadridge Financial Solutions, Inc."
(including scanned copies of "Discussion of Investor Participation" and other
presentations) (31 pages, 1,350 KB, in
or download full record from
SEC web site for
Comments on Concept Release on the U.S. Proxy System, 234 pages, 17,640
KB, in PDF
October 20, 2010 Forum Report: Responding to Investor Information Requirements
October 19, 2010 U.S. Securities and Exchange Commission, speech by Chairman
Mary L. Shapiro: Remarks at the NACD Annual Corporate Governance Conference,
October 14, 2010 Forum Report: SEC Invitation of Comments on Proxy System
August 30, 2010 Agenda: "What’s to Fear in Proxy Access?"
July 17, 2010 Wall Street Journal: "For
Investors, Shaking Up Is Hard to Do"
March 9, 2010 Corporate Secretary:
"Prudential offers gifts to boost proxy vote"
6, 2010 New York Times: "Voting Your Shares May Start to Matter"
March 3, 2010 IR Magazine: "IR
Society webinar emphasizes getting the vote out"
March 3, 2010 IR Magazine: "Poor
take-up of electronic voting [among German companies] | But DIRK survey shows
IROs’ overall mood improving"
February 2010 Corporate Secretary:
"Where will 452 lead N&A?"
January 25, 2010 Agenda: "Could
Traditional Annual Meetings Go On-line Only?"
January 25, 2010 Corporate
Secretary: "Intel scraps online-only annual meeting | Investor outcry
forces chip giant to rethink plans"
January 15, 2010 Forum Report: Example of the
"Proxy Plumbing" Problem; see also
December 14, 2009 Forum Report: Survey of Investor Voting Criteria for
December 2009 IR Magazine: "Conversation starter"
November 19, 2009 U.S. Securities and Exchange
Commission press release: "SEC Names Senior Officials to Investor Education
and Advocacy Efforts"
November 1, 2009 New York Times: "When
Shareholders Crack the Whip"
September 10, 2009
TheCorporateCounsel.net: "The Return of Virtual-Only Shareholder Meetings?
Herman Miller's Third Year in a Row"
8, 2009 Forum Report: Defining the New Rules for Shareholder Communication
May 27, 2009 Broadridge Financial
Solutions, Inc., press release: "CalSTRS Turns to Broadridge for Electronic
Voting Proxy Services"
May 24, 2009 New York Times: "Elect a Dissident,
and You May Win a Prize"
April 27, 2009 Wall Street Journal:
"Corporate Blogs and 'Tweets' Must Keep SEC in Mind"
April 9, 2009 Investor Relations Magazine: "Intel to hold virtual
get-togethers for shareholders"
January 14, 2009 Investor Relations Magazine: "Broadridge
competitor slashes fees"
December 5, 2008 Investor Relations Magazine: "Even major investors
wary of 'say on pay' legislation | Pros may not outweigh cons, forum
August 21, 2008 Investor Relations
Magazine: "Broadridge plans shareholder e-forum"
May 16, 2008 Reuters: "Companies
shrug off shareholder e-forum idea"
April 2008 Corporate
Secretary: "The lost art of communication"
February 15, 2008 Investor Relations
Magazine: "Broadridge gets clients to open up about e-proxy
experience"; see also reports:
February 2008 Investor Relations Magazine: "The hunt is on"
February 2008, Directors & Boards
E-Briefing: "Who Knows Best?"
January 22, 2008 Forum Report: SEC Rules Encouraging
Shareholder Forum Programs
January 15, 2008 Compliance Week:
"Shareholder e-Forums: Useful Tool or Pitfall?"
November 29, 2007
TheCorporateCounsel.net: "SEC Adopts Rules to Facilitate
November 28, 2007 Forum Report: New SEC
Rules for “Electronic Shareholder Forums”
October 23, 2000, Performance Analysis and Information Standards (“PAIS”) Panel of
the New York Society of Security Analysts: "Agenda for Meeting #3:
Analysts’ Views of Regulation FD - What’s Changed?"
September 5, 2014, Daniel M. Gallagher of the U.S. Securities and Exchange
Commission posting in The Harvard Law School Forum on Corporate Governance
and Financial Regulation: "Outsized Power & Influence: The Role of Proxy
March 19, 2014, Charles Nathan of RLM Finsbury and Arthur H. Kohn of Cleary
Gottlieb Steen & Hamilton posting in The Harvard Law School Forum on
Corporate Governance and Financial Regulation: "Recommendations from
Conference Board Task Force on Corporate/Investor Engagement"
November 22, 2010, Society of Corporate Secretaries and Governance
Professionals, report of membership survey presented to the U.S. Securities
and Exchange Commission: "Society Concept Release Survey"
(14 pages, 127 KB, in
November 22, 2010, Society of Corporate Secretaries and Governance
Professionals, letter to the U.S. Securities and Exchange Commission, Re:
Concept Release on the U.S. Proxy System, File No. S7-14-10 Regarding
Accuracy, Transparency, and Efficiency of the Voting Process (Section III.)
(32 pages, 698 KB, in
June 11, 2010, Securities Industry and Financial Markets Association (SIFMA):
"SIFMA Supports Prudent and Balanced Enhancements to Current Shareholder
Communications System;" see also full report:
June 10, 2010, Securities Industry and Financial Markets Association (SIFMA),
report by the SIFMA Proxy Working Group prepared with the assistance of Frank
G. Zarb, Jr. of Katten Muchin Rosenman LLP: "Report on the Shareholder
Communications Process with Street Name Holders, and the NOBO-OBO Mechanism"
(28 pages, 169 KB, in
Katten Muchin Rosenman LLP, January 21, 2010
Q&A: "Communicating with Retail Shareholders: How Much Can an Issuer Say
Outside the Proxy Materials?" (4 pages,
135 KB, in
format); see also Katten Muchin
Rosenman LLP, January 4, 2010 Q&A: "Frequently Asked Questions Regarding the
SEC’s NOBO-OBO Rules and Companies’ Ability to
Communicate with Retail Shareholders" (4 pages,
169 KB, in
Shareholder Communications Coalition, August 4,
2009 letter to Securities and Exchange Commission with discussion draft:
"Public Company Proxy Voting: Empowering Individual Investors and Encouraging
Open Shareholder Communications" (9 pages,
463 KB, in
Cary I. Klafter, Intel Corporation and The Society of Corporate
Secretaries & Governance Professionals, May 4, 2009 interview in The Metropolitan
Corporate Counsel: "Systemic Defects In Proxy Voting Machinery Undermine
Good Corporate Governance"
Dechert LLP, February 1, 2008 Special Alert:
"SEC Amends Rules to Facilitate Use of Electronic Shareholder Forums" (3 pages,
97 KB, in
Alston & Bird LLP, January 29, 2008 Securities Law Advisory: "SEC Releases
Final Rules on Electronic Shareholder Forums" (4 pages, 330 KB, in
Latham & Watkins LLP, January 29, 2008
Corporate Governance Commentary: "A Practitioner’s Guide To Electronic
Shareholder Forums" (9 pages, 71 KB, in
Jeffrey N. Gordon, Alfred W. Bressler
Professor of Law, Columbia Law School, abstract and January 15, 2008 draft: "Proxy Contests
in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and
Focus on E-Proxy"