Participant Questions
News Digest
Meeting Observations
Focus Report
April 30, 2010
Dear Forum Participant,
Your questions continue to come in and
we thank you for that. Please keep them coming.
Participant Questions
What are the legal and
administrative requirements for shareholder participation in an annual
meeting?
The legal and administrative
requirements for e-meeting participation are complicated and vary to some
extent from state to state. We are therefore organizing a workshop to
report on these requirements and have invited several experts to help
guide the project: Cathy Conlon, the vice
president responsible for “virtual” meeting services at
Broadridge, Carl Hagberg, an independent inspector of elections and
editor of
The Shareholder Service Optimizer, and Frank Zarb, a securities law
partner of
Katten Muchin Rosenman.
Broc Romanek, the editor of
TheCorporateCounsel.net who provided
last week’s helpful perspectives, has also scheduled a September
webcast for corporate secretaries and others who want to learn how
e-meetings are done. For information about listening in, see his posted
announcement: "Holding
the Virtual Annual Meeting: Factors to Consider and Practice Pointers."
When is the Forum’s open meeting?
We are in the process of selecting a
date in late June or early July for the Forum’s open meeting. We are
trying for a Tuesday, Wednesday or Thursday afternoon from June 29 to July
1, or July 13 to 15. Please let us know if you are aware of any
conflicting events during those weeks.
News Digest
Two articles were distributed to Forum
participants this week on the challenges of investor communications. In
one,
IR Magazine reported preliminary corporate experience with the
new “notice and access” process for electronic distribution of proxy
statements, including concerns about reduced response rates for retail
investors. In the other, FT’s
Agenda reported on the widespread institutional investor
practice of delegating shareholder voting decisions to proxy advisory
firms and specialized staff employees, separating those decisions from the
investment decisions of portfolio managers. The article referenced the
recent
paper by Charles Nathan of Latham & Watkins that explains what he
characterizes as “parallel universes” of voting and investing
decision-makers.
In another article, the
New York Times reported on the increased use of
videoconferencing for business meetings, referring to the pioneering
leadership in this practice by Procter & Gamble. As you may recall,
we
reported last week that P&G had just adopted changes in its governance
provisions to allow the use of electronic communications for future
shareholder meetings.
Meeting Observations
For those of you interested in observing
the
previously reported American Water example of an e-meeting,
it’s scheduled for next Friday, May 7, at 10 a.m. Non-shareholding Forum
participants can access the meeting by clicking on the following link,
then on the middle blue-lined box that says “American
Water Virtual Shareholder Meeting”
and next on “Other Attendees.”
http://ir.amwater.com//
Read more about American Water’s
strategy in our focus article
below.
Dell Inc.
(NASDAQ:DELL; $32 billion) has told us that they, too, have decided to
conduct this year’s annual meeting, scheduled for July 16, with electronic
communications for both questions and voting. We’ll be reporting more in
the next week or two on their objectives and on how they will coordinate
them with their pioneering
Dell Shares investor-relations blog.
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FOCUS
REPORT
Web Attraction: American Water Uses Electronic Communications to Draw
Shareholders to its Annual Meeting
American Water Works may be a 124-years-old company, but when it comes
to its upcoming 2010 annual meeting it is on the forefront of using
technology to maximize shareholder participation.
For non-shareholding Forum participants who want to observe the
meeting, see the instructions in the main briefing section,
above. |
The
May 7 meeting, to be broadcast live from the company’s “traditional”
meeting at its
Voorhees, NJ headquarters, will allow shareholders to vote and submit
questions electronically during the live meeting.
The
company’s objective is to give access to a greater number of
stockholders as well as encourage and maximize shareholder
participation in the annual meeting. Recent rule changes that restrict
broker votes on behalf of clients make it more important than ever to
encourage retail investor participation, says Muriel Lange, manager of
investor relations at American Water. In addition, American Water
views the annual meeting as another opportunity to extend its
commitment as a tech-savvy and investor-friendly company.
“Technology allows us to take our annual meeting to a level beyond
regulatory compliance and obligations as a public company and to give
our shareholders even greater access to executive management and the
board,” says Lange.
This is the first time that American Water, which trades on the NYSE
under the symbol “AWK,” will run an annual meeting in this manner. The
company, which was spun off from German parent RWE, broadcast its
first annual meeting, in 2009, but did not enable electronic
participation at that time.
It
so happens that soon after the $1.25 billion IPO the annual meeting
landscape began to change. In 2009 the SEC came out with Notice &
Access rules for electronic distribution of proxy materials, and in
2010 the NYSE issued Rule 452 to restrict broker voting for clients.
For the largest investor-owned
U.S.
water and wastewater utility company, with customers in more than 30
states and in Canada, it meant working even harder to re-establish a
solid retail base, and that meant making the most of technology. “The
new rule (452) has the potential to impact voting levels at the
meetings,” Lange says. “What participation in virtual meeting has
enabled us to do is to reach out without soliciting and saying ‘you
are welcome to participate, you don’t have to leave your desk.’ We
think it is important this year more than ever to open that door.”
The
company’s shareholder communications extend to before, during and
after the annual meeting. First, the company sent out a pre-proxy
mailing, educating and notifying shareholders of record of ways to
participate in the meeting. It then established the American Water
Investor Forum – a web platform to provide shareholders with direct
access to investor relations to ask questions and share their thoughts
regarding the company and its strategic initiatives. The questions
will be answered during the meeting, which includes a video as well as
an online “exhibit booth” with interactive screens displaying the
company’s latest technologies and sustainability efforts.
During the meeting, remote participants will be able to log in and
listen and then push a button to view the video. They will hear the
CEO’s presentation, the Q and A and a preliminary vote tally. They
will also be able to vote and ask questions during the live meeting.
The company’s management will answer as many of the questions as time
allows, both those from the pre-meeting forum and from the meeting
itself, Lange says. After the meeting, the company’s investor
relations representatives will answer all remaining questions within
24-48 hours.
In
2009, about 120 people observed the meeting webcast, including
analysts. Lange is not making any number predictions for this year’s
more active form of participation, saying the company is more
interested in the quality of engagement with its investors. “What’s
important is the access,” she says. |
♦♦♦♦♦
Avital Louria Hahn
E-Meetings Review,
a Shareholder Forum project
516-782-2715
avital.hahn@shareholderforum.com
© 2010 The Shareholder Forum |