Program Reference
Forum Reports of Program Activities
Weekly E-Meetings Review
Meetings
News Reports
General Reference Material
For reports and reference material concerning electronic
investor communications provided to Forum participants before the April
2010 initiation of this program, see:
SEC Support
of
New Communication Processes |
Program Activities
-
January 2, 2013 Forum Report: Winning the
Support of Investors at the Annual Meeting
-
June 14, 2012 Forum Report: Report of
Views for Use of "Virtual Meeting" Services
-
June 4, 2012 Forum Report: Study of Proxy
Voting Decision Processes at 19 Mutual Funds
-
April 25, 2012 Forum Report: New Program Addressing Fair Investor Access to
Decision-making Information
-
August 31, 2011 Forum Report: Review of
2011 Shareholder Meeting Practices
-
June 14, 2011 Forum Report: Inviting
Participation in Conference Board Survey of Board Practices
-
April 15, 2011 Forum Report: Investor View
of Need for SEC Proxy Reform (Comments of Leonard Rosenthal)
-
March 22, 2011 Forum Report: Inviting
Comments on Board Advisor's Views of "Fifth Analyst Call" (Views of Karen Kane)
-
Ronald M. Schneider, March 24, 2011
comments
-
John C. Wilcox, April 4, 2011 comments
-
Robert G. Berick, April 4, 2011 comments
-
Timothy Smith, April 5, 2011 comments
-
Louis M.
Thompson, Jr., May 6, 2011 comments
-
December 20, 2010 Forum Report: Response
to Proposed SEC Rule Requiring "Forum" Communications
-
October 28, 2010 Forum Report: Symantec
Chairman’s Report of Pioneering Experience
-
October 25, 2010 Forum Report: Inviting
Comments on Service Expert's Views of Meeting Practices
-
October 20, 2010 Forum Report: Responding
to Investor Information Requirements
-
October 14, 2010 Forum Report: SEC
Invitation of Comments on Proxy System Reform
-
October 6, 2010 Forum Report: Survey of
Investor Communication Priorities for Voting Decisions; also available in
print form (5 pages, 119 KB,
in
PDF format)
-
September 30, 2010 Forum Report: Standards
for Fair Conduct of Shareholder Meetings Using Electronic Communications; also available in
print form (2 pages, 32 KB,
in
PDF format)
-
September 14, 2010 Forum Report:
Development of an Independent Shareholder Verification Process
-
August 24, 2010 Forum Report: Inviting
Comments on Simplified Definition of Standards
-
August 19, 2010 Forum Report: Inviting
Views of Investor Information Requirements
-
July 30, 2010 Forum Report: Plans for
Completing Definition of Standards
-
July 22, 2010 Forum Report: Inviting
Comments on Practices for Reporting Shareholder Questions
-
July 20, 2010 Forum Report: Surveys of
Practices for Conduct of Shareholder Meetings
-
July 16, 2010 Forum Report: Results of
July 13, 2010 Open Forum Meeting
-
July 13, 2010 Agenda for Open Meeting - To
Be Decided: Standards for Fair Conduct of Investor Communications
-
June 7, 2010 Forum Report: Confusion about
Reg FD Application to "Governance" Information
-
May 20, 2010 Forum Report: Shareholder
Rights to Present Questions, and to Observe
-
May 12, 2010 Forum Report: Plans for Open
Forum Meeting on July 13, 2010
E-Meetings Review
(a weekly report
of program developments during the April-July 2010 annual meeting season
prepared for Forum participants by
Avital Louria Hahn)
-
July 30, 2010: Final Issue
-
July 23, 2010
-
July 16, 2010
-
July 9, 2010
-
July 2, 2010
-
June 25, 2010
-
June 18, 2010
-
June 11, 2010
-
June 4, 2010
-
May 28, 2010
-
May 21, 2010
-
May 14, 2010
-
May 7, 2010
-
April 30, 2010
-
April 23, 2010
-
April 16, 2010
-
April 9, 2010: Introduction
Meetings
-
American Water Works Company, Inc. (NYSE: AWK; $4 billion)
-
Berkshire Hathaway, Inc.
(NYSE: BRK-A, BRK-B; $182 billion)
-
Meeting: May 1, 2010
-
E-Meetings Review:
-
Post-season news reports
-
Webcast (none available)
-
Best Buy Co., Inc. (NYSE: BBY; $18 billion)
-
Dell Inc.
(NASDAQ: DELL; $32 billion)
-
Intel Corporation (NASDAQ: INTC; $123 billion)
-
NVIDIA Corporation
(NASDAQ: NVDA; $8 billion)
-
The Charles Schwab Corporation
(NYSE: SCHW; $22 billion)
-
Symantec Corporation (NASDAQ: SYMC; $13 billion)
-
Wal-Mart Stores, Inc. (NYSE: WMY; $190 billion)
-
Warner Music Group (NYSE: WMG, $900
million)
News Reports
-
January 27, 2022, The Wall Street Journal: "Omicron Pushes Some Companies
Back to Virtual Shareholder Meetings" [Continuing applications of virtual
investor meeting technologies]
-
April 26, 2021, Wall Street Journal: "Companies Say They Are Better
Prepared to Host Virtual Annual Meetings This Year" [Current need for adaptation
stirs application of communication technologies and principles defined in 2010]
-
November 17, 2020, Institutional Investor: "Corporate Access Had to Be
Reinvented This Year. Investors Say JPMorgan Did It Best" [Pandemic
stimulates adoption of electronic communication for investor access]
-
August 23, 2020, Wall Street Journal: "Shareholders Feel Muted as
Companies Switch to Virtual Annual Meetings"
[Review of year's focus on virtual meetings of shareholders]
-
March 18, 2020, Bloomberg: "Shareholder Meetings Pushed Online to Avoid
Covid-19 | Investor activists have traditionally opposed corporate efforts to
drop in-person meetings, but the pandemic has changed all that." [Pandemic
increases both corporate and investor appreciation of "virtual" shareholder
meetings]
-
June 13, 2019,Bloomberg: "Access Denied? Investors Lament Shift to
Virtual Annual Meetings" [Virtual shareholder meeting process adopted
after 10 years by only 257 (4.5%) of 5,700 U.S. public companies]
-
March 17, 2019, The Post and Courier (Charleston, SC): "IBM returns to the
Charleston region as a much different company"
-
October 23, 2017, Chief Investment Officer: "In Depth: Growth in
Virtual-Only Meetings a Concern for Institutional Investors"
-
October 6, 2017, The New York Times | Fair Game: "Small Investors
Support the Boards. But Few of Them Vote."
-
April 5, 2017,
Bloomberg BNA: "Delaware Eyeing Blockchain to Improve
Corporate Processes"
-
March
31, 2017, The New York Times | Fair Game: "Meet the Shareholders? Not at
These Shareholder Meetings;"
see also responding professional views:
-
March 3, 2017, TheStreet: "Laster: Remove the Cobwebs From Stock
Record-Keeping"
-
February 15, 2017, Law360: "Chancery Lets Stockholders Amend $116M Dole
Settlement"
-
January 12, 2017, Wall Street Journal: "SEC Backs “Virtual-Only” Annual Meeting
Option"
-
November 18, 2016, IR Magazine: "Blockchain and the future of proxy
voting"
-
October 3, 2016, CoinDesk: "Why Broadridge is Investing Millions in
Blockchain Voting"
-
March
11, 2016, Financial Times: "US companies embrace virtual annual meetings |
Moving from a conference centre to the internet allows you to boast about
improving shareholder access"
-
April
10, 2014, Pensions & Investments: "ISS/IRRC study: Shareholder engagement
at all-time high"
-
November 20, 2012, CNBC: "Does Shareholder Activism Accomplish Anything?"
-
May 29, 2012, Reuters: "Top U.S.
proxy vote site favors boards, critics say"
-
December 6, 2011,
Pittsburgh Post-Gazette: "A virtual kind of meeting | As shareholder
sessions go online, companies see benefits, but investors are wary"
-
November 14, 2011, Wall Street Journal:
"Online Annual Meetings Begin to Click"
-
April 27, 2011, IR Web Report:
"Did OXY’s “fifth analyst call” violate Reg FD?"
-
April 7, 2011, Dow Jones Financial
News: "Occidental Petroleum hosts ‘fifth analyst call’"
-
March 15, 2011, Compliance Week: "Dynegy Shakeup a Case Study in
Shareholder Communications"
-
February 7, 2011, Corporate
Secretary: "Say-on-pay votes: How to secure shareholder support"
-
January 4, 2011, Corporate
Secretary: "Innovative storytelling | Most effective shareholder
communication: Intel"
-
December 23, 2010
Securities Technology Monitor: "SEC Shouldn’t Mandate Social Media: The
Shareholder Forum"
-
December 8, 2010
Securities Technology Monitor: "Broadridge to SEC: Mandate Use of Social
Media"
-
December 7, 2010 Directors &
Boards | Boards At Their Best: "How to Fix the Annual Meeting"
-
November 2, 2010 Reuters:
"Symantec cites technical flaws in online-only meeting"; see also
November 3, 2010 Information
Age: "Symantec answers critics of online shareholder meeting"
-
October 22, 2010 IR Magazine | Inside
Investor Relations (also published November 5, 2010 in the affiliated
Corporate Secretary): "The debate about virtual shareholder meetings"
-
October 18, 2010 Agenda: "Companies
Prepare for New Investor Communication Demands"
-
September 26, 2010 New York Times:
"Questions, and Directors, Lost in the Ether"; see also
October 5, 2010 Reuters:
"Exclusive: Symantec to restore live investor meeting"
-
September 13, 2010 Agenda: "P&G
Reconsiders Online-Only Meetings"
-
July 20, 2010 IR Magazine | Inside Investor
Relations: "Activism fails to emerge at US annual meetings"
-
July 8, 2010 TheCorporateCounsel.net: "Shocker!
More Companies Holding Virtual-Only Shareholder Meetings"
-
June 19, 2010 Green Bay Press-Gazette:
"NFL Commissioner Roger Goodell to attend Green Bay Packers annual shareholders
meeting"
-
June 5, 2010 New York Times: "With
Backdrop of Glamour, Wal-Mart Stresses Global Growth"
-
News articles about "traditional" meetings relating to
May 20, 2010 Forum Report:
-
May 1, 2010 New York Times:
"Pictures From the Berkshire Meeting"
-
April 29, 2010 TheCorporateCounsel.net: "A
Real Trend? More Companies Holding Virtual Annual Meetings"
-
April 22, 2010 Cincinnati
Enquirer: "P&G may hold 'virtual' annual meeting"
-
April 13, 2010 Philadelphia
Inquirer: "American Water Works goes virtual with its annual meeting"
-
April 1, 2010 CNBC (article and
video): "The Funny Business of Shareholder Meetings"
-
March 31, 2010 IR Web Report:
"More U.S. companies choosing virtual annual meetings"
-
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"
-
September 10, 2009 TheCorporateCounsel.net: "The Return of Virtual-Only
Shareholder Meetings? Herman Miller's Third Year in a Row"
General Reference Material
-
Activist
Views
-
August 12,
2012, Matteo Tonello of The Conference Board, posting in
the Harvard Law School Forum on Corporate Governance and Financial
Regulation: "July 2012 Proxy Voting Fact Sheet"; see also
previous
February 2012, Matteo Tonello and Melissa Aguilar of The Conference Board:
"Shareholder Proposals: Trends from Recent Proxy Seasons (2007-2011)"
and related March 3,
2012, Matteo Tonello and Melissa Aguilar of The Conference Board, posting in
the Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Shareholder Proposals: Trends from Recent Proxy Seasons"
-
February 7, 2012 CorpGov.net:
"Virtual Lockout at Corporate Meetings: Occupy Some Other Space"
-
January 19, 2012 California State
Teachers' Retirement System ("CalSTERS"): "Lessons Learned: The Inaugural Year
of Say-on-Pay" (6
pages, 41 KB, in
PDF format)
-
December 22, 2011 The New Capitalist
(Glyn A. Holton): "Broadridge Fumbles a Virtual Meeting on Virtual Meetings"
-
October 14, 2011 IR Magazine | Inside
Investor Relations: "ISS warns of follow-up activism over executive pay;"
see also September 29, 2011,
Institutional Shareholder Services Inc. ("ISS, an MSCI Brand"): "2011 U.S.
Postseason Report" (36 pages, 1,157 KB, in
PDF format)
-
March 17, 2011 CorpGov.net: "The
Annual Meeting: From Gloss to Dialogue"
-
February 25, 2011 Financial Times:
"Calpers triumph set to drive more reforms"
-
November 18, 2010 Glyn A.
Holton of United States Proxy Exchange in Investor Suffrage News:
"Broadridge Smokes Their Own Dope"; see also
November 18, 2010, Broadridge
Financial Services, Inc.: "Broadridge Response to a Question Presented at Its
Annual Meeting" (2
pages, 94 KB, in
PDF
format)
-
November 15, 2010 Agenda:
"Calpers Reconsiders Corporate Engagement, Focus List"; see also
November 15, 2010, California Public
Employees' Retirement System ("CalPERS"), Board Investment Committee Agenda
Item 4 - Recommendation: Approve the enhanced Focus List Program Methodology
(with Attachment 1 – "Wilshire Report: Corporate Governance Engagement
Analysis" and Attachment 2 – "Focus List Program: Proposed vs. Current")
(11
pages, 492 KB, in
PDF
format)
-
October 5, 2010 Reuters:
"Exclusive: Symantec to restore live investor meeting"
-
September 28, 2010 The
Activist Investor Blog: "e-Meetings - Not Just For Governance Nerds
Anymore"
-
September 16, 2010 RiskMetrics
(f/k/a Institutional Shareholder Services - "ISS") Insight Governance:
"Investors Object to Symantec's Virtual Annual Meeting"; see
also September 22, 2010 CorpGov.net:
"Protesting Symantec’s All-Virtual Meeting"
-
August 24, 2010 Los Angeles Times:
"Pesky shareholder activists gain influence"
-
May 19, 2010 Crain's Chicago Business:
"Corporate gadfly hits shareholder meetings, even calling out CEOs like Warren
Buffett"
-
May 19, 2010, Glyn A. Holton of United
States Proxy Exchange in CorpGov.net: "Update on Virtual Shareowner
Meetings"
-
Communication Issues
-
April
10, 2014 Pensions & Investments: "ISS/IRRC study: Shareholder engagement
at all-time high" [Report of expanding "engagement" for investor support]
-
May 23, 2013 New York Times DealBook: "I.S.S. Settles Investigation Into
Leaks of Shareholder Vote Data" [SEC cease-and-desist order requires proxy
advisor's adoption of good governance practices]
-
May 22,
2013 Wall Street Journal: "For Proxy Advisers, Influence Wanes"
[improved corporate communications diminishing investor reliance on proxy
advisors]
-
May 15, 2013 New York Times DealBook: "JPMorgan Shareholders Are Denied
Access to Results" [controversy over rights to shareholder voting
information]; see also subsequent reports of various banking industry, pension
fund and political interests:
-
November 20, 2012 CNBC: "Does Shareholder Activism Accomplish Anything?"
[using shareholder voting on compensation as measure of investor confidence in
management]
-
September 24, 2012 Wall Street Journal: "Executive Pay Gets New Spin"
[management explanations of compensation to win investor support]
-
September
23, 2012 New York Times: "C.E.O.’s and the Pay-’Em-or-Lose ’Em Myth"
[governance experts repudiate "peer" benchmarking, advocate investor support of
company-specific compensation policies]
-
July 24, 2012 IR Magazine | Inside Investor Relations: "This proxy
season's mid-year trends | Investor engagement well ahead of annual meetings has
substantially increased" [results of expanded investor communication during
2012 proxy season]
-
July 11, 2012 Reuters: "Shareholder website closing, cites complex voting
rules" [support of individual shareholder activists obstructed by antiquated
proxy voting processes]
-
July 3,
2012 Financial Times: "Citi shifts investor relations chief"
[responsibility for winning support of management policies]
-
July 2, 2012 IR Magazine | Inside Investor Relations: "A brief history of
IR time | How technological developments have shaped the world of investors,
analysts and IROs" and
"Tomorrow’s IR site, today" [technology changes transforming investor
access]
-
June 26, 2012 CFO Journal (The
Wall Street Journal Digital Network): "Supplemental Proxy Filings
Surge" [arguments presented in proxy filings fail to win votes]
-
June 12, 2012 Financial Times: "Is
it good to go public over pay dispute?" with June 5, 2012 opinion of Martin
Sorell: "Mea culpa – I act like the owner I am" [controversy about
management responding publicly to controversy]
-
June 11, 2012 CFO Journal (The
Wall Street Journal Digital Network): "Say-on-Pay Failures on the Rise
This Proxy Season" [examples of companies losing the support of investors]
-
June 7, 2012 CFO Journal (The
Wall Street Journal Digital Network): "SEC Plans New Guidance on Proxy
Advisers" [concerns about reliability of proxy advisor reports]
-
May 31, 2012 Corporate
Secretary: "Governance during 'shareholder spring'" [communication
consultant's view of investor "engagement" preferences]
-
May 27,
2012 Financial Times: "A ‘shareholders’ spring’ is not enough"
[addressing results of compensation based on past "good governance" theories]
-
May 21, 2012 IR Magazine | Inside Investor
Relations: "Blogs: a neglected channel" [adapting new communication
tools for responding to investor interests]
-
May 14, 2012 IR Magazine | Inside Investor
Relations: "Say on pay: round two" [examples of company efforts to win
investor support of management compensation]
-
May 9, 2012 Financial Times:
"Shareholders reject Knight pay policies" [management of investor service
firm fails to win support of its own investors]
-
May 8, 2012 Reuters: "When
shareholders topple CEOs" [measuring shareholder support for management]
-
May 8, 2012 Forbes: "Did Say On Pay
Cost A CEO His Job?" [votes on compensation as indication of shareholder
support for management]
-
May 1, 2012 CFO Journal (The Wall
Street Journal Digital Network): "J.C. Penney, ISS Tussle Over Compensation"
[company responds to issues defined by proxy advisor]
-
May 1, 2012 YCharts: "Annals of
Ridiculous Exec Comp: a $12 Million Howard Schultz 'Retention Bonus' at
Starbucks" [views of a non-governist investor regarding executive
compensation]
-
April 29. 2012 Financial Times: "NYSE
vote reflects pay discontent" [management of investors' exchange supported
by only 40% of investors]
-
April 27, 2012 New York Times DealBook:
"Barclays’ Board Is Heckled Over Pay" [another bank's management apology for
failing to communicate effectively]
-
April 27, 2012 Wall Street Journal:
"Angry Analysts Scorch P&G CEO" [similar communication challenges of analyst
and shareholder meetings]
-
April 22, 2012 New York Times:
"Employees, Too, Want a Say on the Boss’s Pay" [employees as a significant
investor constituency]
-
April 19, 2012 Reuters: "Parsons
blames Citi vote on failure to communicate" [chairman's view of board
responsibility for communication to win investor support]
-
April 16, 2012 Columbia Journalism Review
| The Audit: "The Value of Prizes" [professional challenge of delivering
information to decision-makers]
-
April 16, 2012 Corporate
Secretary: "Should directors engage investors directly?" [professional
views of evolving board engagement in investor communications]
-
April 13, 2012 St. Louis
Post-Dispatch | stltoday: "Belden can't explain negative pay vote"
[corporate managers ask investors how to win support for management
compensation]
-
April 13, 2012 Reuters: "ISS
parent MSCI accused of double standards on pay" [questions raised about
proxy advisor judgments]
-
April 12, 2012 Boardmember.com:
"This Week in the Boardroom | The Year of Shareholder Communications" (TK
Kerstetter, President, Corporate Board Member, interview of Francis Byrd, Senior
Vice President, Laurel Hill Advisory Group;
video interview, 11:05 minutes, and
transcript) [issues concerning board
responsibility for investor communications, including individual director
engagement]
-
April 11, 2012 TheStreet: "Proxy
Voting in the Digital Age" [fund manager's views of access to investment
information at shareholder meetings]
-
April 8, 2012 New York Times:
"When Shareholders Make Their Voices Heard" [shareholder support for
management compensation without "absent" votes]
-
April 4, 2012 IR Magazine | Inside Investor
Relations: "Five activist campaign sites | ValueYahoo.com – the latest in a
number of activist campaign sites – marks a step up in quality from the usual
fare" [review of websites used for activist control contests]
-
April 2, 2012 CFO Journal (The
Wall Street Journal Digital Network): "Investor Outreach Having Big Effect
on Say-on-Pay Results" [corporate defense lawyer views of investor
communication]
-
April 2012 Directors & Boards
eBriefing: "Directors & Boards 2012 Proxy Survey" [director views of
issues and plans for expanded investor communication]; see also subsequently
published full report,
First Quarter 2012 Directors & Boards: "Directors & Boards 2012 Proxy Survey"
(3
pages, 126 KB, in
PDF format)
-
March 29, 2012 IR Magazine | Inside
Investor Relations: "Prep and planning on pay and performance | A look ahead
to the 2012 proxy season" [need for effective corporate communication to win
support of shareholders]
-
March 27, 2012 Wall Street Journal:
"Goldman Bows to Pressure on Board" [corporate analysis of shareholder
support for management]
-
March 19, 2012 Wall Street Journal:
"As Cash Move Shows, Apple CEO Goes His Own Way" [corporate managers
communicate with investors to determine interests in use of surplus cash]
-
March 19, 2012 Pensions & Investments:
"Money managers increasing activism on governance — but quietly" [large fund
managers adopt private, direct engagement to address corporate investment
issues]
-
March 13, 2012 Wall Street Journal:
"Disney Takes on Proxy Adviser" [direct corporate communication with
investors in competition with proxy advisers]
-
March 5, 2012 IR Magazine | Inside Investor
Relations: "CFA Society seeks to cut conflicts in investor conference |
Society plans conference run by investors ‒ not brokers ‒ this May" [direct
investor communication alternatives to broker-controlled meetings]
-
First Quarter
2012 Corporate Board Member: "Communicating with Shareholders" [consensus on
need to expand investor communication and controversy about methods]; and
"The Optics of CEO Pay"
[board responsibility to explain as well as decide what will benefit of
shareholders]
-
February 23, 2012 Boardmember.com:
"This Week in the Boardroom | The Conference Board: 2011 U.S. Director
Compensation and Board Practices Report" (TK
Kerstetter, President, Corporate Board Member, interview of Matteo Tonello,
Managing Director, The Conference Board;
video interview, 19:49 minutes, and
transcript) [evolving
board practices with increased investor engagement]
-
February 21, 2012 CFO Journal. (The
Wall Street Journal Digital Network): "‘Say on Pay’ Changes Ways"
[review of reactions to "Say on Pay" voting]
-
January 13, 2012 Corporate
Secretary: "Best proxy statement: Prudential | Disclosures made simple" [difference
between compliance and communication]
-
January 6, 2012 IR Magazine | Inside
Investor Relations: "Ask the Expert: what will be 2012’s biggest test?"
[three views of investor communication challenges]
-
December 29, 2011 Wall Street Journal: "Q:
What Does It Take to Get to the Oracle? | Buffett Plans Fix After Fidelity
Staffers 'Game the System'" [providing fair access to competing investors]
-
December 22, 2011 Corporate
Secretary: "Proxy outlook 2012: say on pay year two" [anticipation of
increased corporate communications to win support of shareholders]
-
November 21, 2011 Wall Street Journal:
"Buffett Invites Analysts to Berkshire Annual Meeting" [use of invited
analysts to moderate shareholder questions at annual meeting]
-
November 21, 2011 Corporate
Secretary: "Six steps to better shareholder communications" [investor's
critique of "corporate governance" shareholder communications]
-
November 10, 2011 IR Magazine | Inside
Investor Relations: "Say-on-pay not going away" [professionals
encouraging efforts to win shareholder support in 2012]
-
November 3, 2011 Corporate
Secretary: "Webinar: Proxy season outlook, what to expect in 2012" [89%
of polled corporate managers plan to increase either direct or proxy solicitor
communications with shareholders]
-
October 7, 2011
Securities Technology Monitor: "Proxy Mailing Costs: Are Transfer Agents
Cheaper Than Broadridge?" [controversial costs of currently regulated proxy
distribution process]
-
October 5, 2011 Corporate
Secretary: "Why shareholder democracy matters | Shareholder voting system in
Canada and the US is largely dysfunctional" [global concerns about
dysfunctional proxy plumbing]
-
Third Quarter 2011
Corporate Board Member: "Nays on Pay: The Story Behind the Votes"
[sources of information and influence in shareholder voting support]
-
September 29, 2011 Wall Street Journal:
"H-P Hires Banker In Defense Move" [defending what cannot be explained]
-
September 28, 2011 IR Magazine |
Inside Investor Relations: "Investors and issuers vary on say-on-pay
response | ISS survey shows two sides differ on how boards should react to
dissent over executive compensation" [views of governance professionals on
appropriate corporate response to shareholder voting]
-
September 7, 2011 Corporate
Secretary: "Working with investor relations | Corporate secretaries and
investor relations officers must collaborate during proxy season" [increasing
reliance on investor relations professionals for shareholder voting support]
-
September 1, 2011 Financial Times: "It
is right to curtail web anonymity" [balancing needs for freedom and
responsibility in defining policy for anonymous communication]
-
September 2011 IR Magazine |
Inside Investor Relations, Part 1: "Try it – you’ll see" [current
developments in "telepresence" technology facilitating virtual roadshows], and
October 2011, Part 2: "Meet your match"
with video: "Next steps in virtual
roadshows" [increasing use of video conferencing for expanded investor
communications]
-
July 29, 2011 Corporate
Secretary: "What about those say-on-pay 'no' votes?" [governance
professionals' advice for responding to negative votes on executive
compensation]
-
July 21, 2011 IR Magazine | Inside Investor
Relations: "Dodd-Frank ramps up workload in first year" [regulatory
influence on investor relations]
-
July 11, 2011 Financial Times: "Baby
steps won’t fix US governance" [views of regulatory failure to support
needed investor communications]
-
June 23,
2011 ISS Governance Weekly: "2011 U.S. Season Review: 'Say on Pay'" [proxy
advisor's analysis of corporate communications in contest for investor support]
-
June 16, 2011 Boardmember.com:
"This Week in the Boardroom | IROs Gather to Discuss Board Issues" (TK
Kerstetter, President, Corporate Board Member, interview of Jeff Morgan CAE,
President & CEO, National Investor Relations Institute;
video interview, 12 minutes, and
transcript) [investor
relations officer responsibilities for expanded shareholder communications and
intelligence]
-
June 16, 2011 Bloomberg Businessweek: "Investor 'Say on Pay' Is a Bust"
[companies learn to compete with proxy advisors for support of investors]
-
June 14, 2011
Securities Technology Monitor: "SIFMA TECH 2011: Transfer Agency Model is
Outdated, Broadridge Contends" [arguments for brokerage firm control of
shareholder communications and elimination of physical shareholder meetings]
-
June 9, 2011 Corporate
Secretary: "The changing face of proxy solicitation" [increased
corporate use of support services for shareholder communications to counter
proxy advisors]
-
June 5, 2011 New York Times: "Inciting a Revolution: The Investor Spring"
[consumer advertising executive demonstrates use of electronic communication
tools to conduct activist investor campaign]
-
May 25, 2011 Associated Press
(as published in Forbes): "Shareholder meetings hit the road"
[effective use of traditional in-person meeting practices to avoid shareholder
communications]
-
May 3, 2011 New York Times
DealBook: "Quiet Proxy Season Means Fewer Fights in the Boardroom" [shift
in focus of proxy contests from "governance" to value issues]
-
May 1, 2011 Wall Street Journal:
"Firms Feel 'Say on Pay' Effect | Companies Work Harder to Win Shareholder Votes
on Executive Compensation" [corporate efforts to overcome proxy advisor
influence of shareholder voting on executive compensation]
-
April 27, 2011 IR Web Report:
"Did OXY’s “fifth analyst call” violate Reg FD?" [concerns about regulatory
compliance and marketplace fairness of invitation-only investor conference
calls]
-
April 25, 2011 Financial Times: "Proxy
firms move to centre stage" [increasing global concern about proxy advisor
interference with constructive communication between companies and investors]
-
April 21, 2011 IR Magazine | Inside Investor
Relations: "Say on pay carves out new IR role" [progress of
professionalized corporate communications to counter proxy advisors]
-
April 4, 2011 IR Magazine | Inside Investor
Relations: "Debate rages over fifth analyst call" [controversy about
investor group's proposed variation of widely supported "pre-meeting"
communications]
-
March 30, 2011 Corporate
Secretary Week: "2011 annual meetings: what’s working and what’s not"
[increasing corporate focus on improved shareholder communications]
-
March 29, 2011
Securities Technology Monitor: "Broadridge to U.S. Corporations: Tell
Employees to Vote" [initiative to stimulate increased individual investor
participation in proxy voting]
-
March 23, 2011 Bloomberg: "Hewlett-Packard Shareholders Vote Against
Executive Compensation Packages" [proxy advisor ISS declares victory in
negative "Say on Pay" vote]
-
March 17, 2011 IR Magazine | Inside
Investor Relations: "NIRI discusses 2011 proxy season" [increasingly
responsive corporate management of investor communications]
-
March 16, 2011 CBS Interactive
Business Network: "ISS May Be Under Fire, but Look How Far It — and
Shareholder Rights — Have Come" [ISS co-founder defends proxy advisor's
influence]
-
March 15, 2011 IR Web Report:
"At Coca-Cola, investors get less say than Facebook fans" [social media
activist views of restricted communication process]
-
March 14, 2011 Fortune (as
published by CNNMoney.com): "Can shareholders and management make it
together?" [examples of effective corporate communications winning investor
support]
-
March 1, 2011 Financial Times: "Citi
under fire over disclosure" [requirements of providing information needed
for investment decisions]
-
February 19, 2011 Barron's: "HP
Deal Raises Questions" [board responsibilities to assure investors of the
integrity of corporate decision-making processes]
-
February 14, 2011 Wall Street Journal:
"Season of Shareholder Angst" [ISS activist coalition's agenda for defining
issues in 2011 proxy season]
-
February
6, 2011 Wall Street Journal: "Companies Fight Back on Executive Pay"
[concerns about proxy advisor control of information for voting decisions]
-
February 3, 2011 Wall Street Journal MarketWatch: "Say-on-pay vote gives
CEOs early trouble in 2011" [investor interests in more frequent and regular
communication with corporate management relating to executive compensation
issues]
-
January 25, 2011 IR Magazine | Inside
Investor Relations editor's blog: "Love letter to a corporate secretary"
[need for collaboration between investor relations officers and corporate
secretaries to communicate effectively with investor decision-makers]
-
January 5, 2011 Reuters: "Analysis: Companies tweak CEO pay packages
ahead of vote" and
January 18, 2011, Corporate Board Member: "Talking Points: Companies Not Sure
How Often to Administer Say-on-Pay Votes" [views of corporate management responses to increased
importance of investor voting]
-
December 6, 2010 Agenda: "Lack of
Data a Problem With Proxy Plumbing Comments" [challenges of SEC effort to
reform proxy voting services]
-
December 3, 2010
Securities Technology Monitor: "Voting by Phone, in Corporate Elections"
[efforts to adapt investor communications technology to consumer marketing
trends]
-
December 2, 2010 The Economist:
"Ready, set, dough | Activist investors are limbering up to make trouble once
more"; see also December
2, 2010 Wall Street Journal MarketWatch: "Operational activists’ work
pays off" [anticipated increase in investor activism]
-
December 2, 2010 IR Web Report:
"With Investor Network failing, Broadridge lobbies SEC for mandatory forums";
see also December
8, 2010 Securities Technology Monitor: "Broadridge to SEC: Mandate Use of
Social Media"
[social media advocate's view of available communication services]
-
November 30, 2010 New York Times
DealBook: "Proxy Firms Need More Rules, Companies Say" [controversy about
regulation of proxy advisors]
-
November 29, 2010 Agenda: "Say-on-Pay Frequency: What Should Boards
Support?" [communication considerations relating to frequency of voting on
executive compensation]
-
November 22, 2010 The Globe and
Mail (Toronto): "Board Games: Proxy advisory firms flexing some serious
muscle" [questions raised about competence of proxy advisors to evaluate
voting decisions]
-
November 18, 2010
Corporate Board Member, The Boardroom Channel: "The Board/Investor Relations
Officer Relationship" [increasing responsibilities of investor relations
officers for board interests in investor communications]
-
October 26, 2010 CNBC.com: "Why You
Should Be Worried About Proxy Advisory Firms" and
"If Proxy
Advisors Don't Really Matter, Why Do They Exist?"
[controversy about institutional investor reliance upon outsourced proxy
advisory services]
-
October 25, 2010 Agenda: "How
Boards Are Preparing for Say on Pay" [board views of investor communication
requirements in anticipation of voting on executive compensation]
-
October 25, 2010 Agenda: "Towers
Watson Rolls Out Say-on-Pay Offering" [service provider response to board
requirements for investor communications]
-
October 22, 2010 Wall Street Journal:
"Proxy Issues Step to the Fore" [views of "client-directed voting" and proxy
advisors submitted in response to SEC request for comments on proxy reform]
-
October 4, 2010 Agenda: "Barnes &
Noble Proxy Win Holds Lessons for Boards" [corporate director observations
of evolving shareholder communications and influences in control contests]
-
September 29, 2010 New York Times
DealBook: "With Fewer Nasty Battles, One Firm Profits Less" [evolving
competition for independent voting certification]
-
September 29, 2010 New York Times
DealBook: "How the Tide Turned for Barnes & Noble" [analysis of
decision-making and procedural determinations of voting outcome in contested
election]
-
September 15, 2010 Wall Street Journal:
"Big Boardroom Battles Loom" [current examples of communications to win
shareholder support in control contests]
-
September 14, 2010 New York Times
DealBook: "Companies May Fail, but Directors Are in Demand" [explaining
performance records of board candidates]
-
September 3, 2010 Wall Street Journal:
"Wall Street's New, Unknown Power Broker" [profile of new ISS director of
M&A and proxy-fight research]
-
September 1, 2010 CFO Magazine: "Who's
in Charge Here? | Listening to shareholders is easy. Making sense of their
concerns is not." [understanding a company's various shareholder interests,
and who represents them]
-
August
31, 2010 Financial Times: "US pay law branded ‘logistical nightmare’"
and accompanying
August 30, 2010 FT video: "CEO pay exposure"; see also
September
2, 2010 New York Times (editorial): "The Real Say on Pay" [challenges of
communicating relevant information in compliance with new reporting regulations]
-
August 30, 2010 Agenda: "What’s to
Fear in Proxy Access?" [questions about practical ability of activist
investors to make use of new SEC rules for director nominations]
-
August 30, 2010 Agenda: "Proxy
Advisor Wants to Make Recommendations Free" [challenges of competing with
ISS as source of information for investor voting decisions]
-
August 20, 2010
Securities Technology Monitor: "SEC Proxy Reform Initiative Polarizes
Industry" [controversies about "proxy plumbing" relating to investor
communications and voting processes]
-
August
10, 2010 Wall Street Journal: "Hewlett-Packard Still Can't Handle the
Truth" and
August
13, 2010 Financial Times: "Corporate ethics: Moral hazards" [need for effective communication relating to investor interests]
-
August 2,
2010 Wall Street Journal: "Two Funds Launch Fight for Board Seats at
Occidental" [targeting of company by activist coalition as example to
encourage compliance with governance policies]
-
August 1, 2010 Corporate Secretary: "New lines of communication |
Dissemination of corporate information gets more complicated as issuers
contemplate the new DIY options" [competition for adaptive distributions of
announcements to investors following SEC regulations supporting direct corporate
communication]
-
July 19, 2010 Agenda: "SEC Examines Role
of Proxy Advisors in Concept Release" [effects of SEC "proxy plumbing"
review on director responsibilities for investor communications]
-
July 12, 2010 IR Magazine- Inside Investor
Relations: "Talking to shareholders: the IR charm offensive" [various
communications practices in corporate efforts to seek voting support of shareholders]
-
June 7, 2010 Agenda: "How Boards
Get Inside the Minds of Shareholders" [practices supporting corporate
director interest in views of investors]
-
May 2010 Corporate
Secretary (cover story): "First encounters" [various board practices for
communicating with investors concerning governance and voting issues, confusion
about application of SEC Regulation FD]
-
Second Quarter 2010, Directors
& Boards: "Who speaks for the board?" (12 pages,
465 KB, in
PDF
format) [views of 18 directors and advisers on best practices for
board communications]
-
April 27, 2010 New York Times:
"Setbacks in the Air Add to Lure of Virtual Meetings" [increased
use of teleconferencing for business meetings]
-
April 26, 2010 Agenda: "Next SEC
Governance-Reform Target: Proxy Advisors?" [delegation of institutional
investor voting decisions to specialized staff and outsourced proxy advisors]
-
April 22, 2010 IR Magazine:
"Notice and access use rises on last year" [concerns about participation of
"retail" investors]
-
April 20, 2010 BBC News: "Rise of the
virtual conference" [use of electronic communications for expanded
participation in corporate meetings]
-
June 2009 Corporate Secretary: "Proxy fulfillment: a new world of choice"
[concerns about competitive alternatives for electronic communication with
shareholders]
-
April 24,
2005 New York Times: "Managers to Owners: Shut Up" [concerns about
fair conduct in traditional in-person meetings, without electronic access]
-
May 26, 1999 New York Times:
"Importance of Being Persuasive; Daimler-Chrysler Merger Made an Art of Making a
Case" [investor communication practices used by corporate managers to win
votes for high value proposal]
-
April 27, 1972 Associated Press (as
published in The Fort Scott Tribune): "Shareholders Meeting Now Only a
Ritual" [view of shareholder meeting as vestigial ritual during age of
mail and telephone communications]
-
Legal and Regulatory
-
July 14,
2010, U.S. Securities and Exchange Commission: Concept Release on the U.S. Proxy
System; 17 CFR Parts 240, 270, 274, and 275 [Release Nos. 34-62495; IA-3052;
IC-29340; File No. S7-14-10] (151
pages, 649 KB, in
PDF format); see also:
-
July 14, 2010
U.S. Securities and Exchange Commission: "SEC Votes to Seek Public Comment on
U.S. Proxy System"
-
July 14, 2010 Wall Street Journal:
"SEC Delves Into 'Proxy Plumbing'"
-
October 7, 2010 IR Magazine | Inside
Investor Relations: “How to submit comments on SEC rulemaking”
-
October 14, 2010 Forum Report: SEC
Invitation of Comments on Proxy System Reform
-
October 19, 2010
U.S. Securities and Exchange Commission, speech by Chairman Mary L. Shapiro:
Remarks at the NACD Annual Corporate Governance Conference, Washington, D.C.
-
December 20, 2010 Forum Report: Response
to Proposed SEC Rule Requiring "Forum" Communications
-
August 2011 Broadridge Financial Solutions, Inc.:
"2011 Proxy Season | Key Statistics & Performance Rating" (4 pages, 532 KB, in
PDF format); see also
August 4, 2011 Broadridge Financial
Solutions, Inc. (as published by BusinessWire): "Broadridge Saves
Corporate Issuers More Than $508 Million This Proxy Season"
-
August 17, 2011,
Weinberg Center for Corporate Governance at the University of
Delaware: "Report of Roundtable on Proxy Governance: Recommendations
for Providing End-to-End Vote Confirmation"
(16 pages,
722 KB, in
PDF format)
-
October
3, 2011, The Securities Transfer Association: "2011 Transfer Agent Survey to
Estimate the Costs of a Market-Based Proxy Distribution System" (13 pages,
152 KB, in
PDF format); see
also October 3, 2011 Securities Transfer
Association ("STA") (as published by PR Newswire): "Survey Demonstrates
Significant Savings Opportunity on Proxy Processing Costs for Public Companies |
Average Savings of More Than 42 Percent When Compared to NYSE Regulatory Fees"
-
October 5, 2011 Corporate
Secretary: "Why shareholder democracy matters | Shareholder voting system in
Canada and the US is largely dysfunctional"
-
October 18, 2011 U.S. Securities and Exchange
Commission, Division of Corporation Finance Staff Legal Bulletin No. 14F (CF):
"Shareholder Proposals"
-
October 25, 2011
Corporate Secretary in association with Broadridge Financial Solutions, Inc.
("white paper"): "Broadridge's broad appeal"
-
November 8, 2011 Corporate
Secretary: "Summit ignites push for proxy reform | Lack of transparency in
the voting system continues to erode confidence"
-
December 30, 2011, Mary L.
Schapiro of the U.S. Securities and Exchange Commission posting in the
Harvard Law School Forum on Corporate Governance and Financial Regulation:
"Say on Pay Leading to Better Communication About Compensation"
-
April 16, 2013, James K.
Glassman and J. W. Verret of the Mercatus Center at George Mason University:
"How to Fix Our Broken Proxy Advisory System" (see also
full report; 30
pages, 810 KB, in
PDF format)
-
May 17, 2013 New York Times DealBook: "Investor Group Asks S.E.C. to
Intervene on Access to Shareholder Vote Totals"; see also
May 23, 2013 Wall Street Journal MoneyBeat: "J.P. Morgan Vote Confusion
Prompts a Call for New Rules"
-
September 29, 2016, J. Travis Laster of the Court of Chancery of the State of
Delaware, keynote speech to the Fall 2016 meeting of the Council of
Institutional Investors: "The Block Chain Plunger: Using Technology to Clean Up
Proxy Plumbing and Take Back the Vote" (24 pages, 284 KB, in
PDF format)
-
February 17, 2017, Matt Levine in Bloomberg View: "Dole Food
Had Too Many Shares" [Explanation of problems resulting
from obsolete management of securities records]
-
March 3, 2017
TheStreet: "Laster: Remove the Cobwebs From Stock
Record-Keeping" [Increasing attention to
investor costs of obsolete systems for securities records]
-
November 8, 2017, Jay Clayton of the U. S. Securities and Exchange
Commission, speech (excerpt): "Governance and Transparency at the
Commission and in Our Markets;" for news report of views, see
November 8, 2017 Wall Street Journal: "SEC’s Clayton Urges
Review of Shareholder Voting" [SEC considering renewed
effort to update proxy processes for support of ultimate investor
interests]
-
November 10, 2017 The New York Times | Fair Game: "After 20
Years of Financial Turmoil, a Columnist’s Last Shot"
[Explaining the requirements of a fair marketplace]
-
July 30, 2018, Chairman Jay Clayton of the U.S. Securities and
Exchange Commission: "Statement Announcing SEC Staff Roundtable on
the Proxy Process" [SEC inviting renewed attention to updating
processes for shareholder communication]
-
November 21, 2018, Cydney S. Posner of Cooley LLP posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "What Happened at the SEC’s Proxy Process
Roundtable?" [Professional views of renewed regulatory
consideration of shareholder communication processes]
-
January 8, 2019, John C. Wilcox of Morris Sodali posting in The
Harvard Law School Forum on Corporate Governance and Financial
Regulation: "Comments on the SEC Roundtable on Proxy Access"
[Need for shareholder voting and communication processes matching
efficiency of financial transaction processes]
-
Delaware General Corporation Law, § 211.
Meetings of stockholders
|
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