Checklist for a successful proxy season: Key tips and best practices

For most public companies, the annual general meeting (AGM) is their biggest public governance event of the year. Whether the items of business are considered routine or there are high stake motions on the table, running a smooth, successful shareholder meeting requires expert planning.

With years of experience helping companies prepare for their AGMs, we cover a list of considerations and best practices for your next meeting.

• Plan early: Begin preparations well ahead of your record date. Set timelines for mailing, tabulation, and meeting logistics to avoid last-minute stress.
• Review previous AGM: Beyond simply reviewing prior proxy vote outcomes, evaluate what went well and identify sources of negative votes or issues. Identify any issues that may be ongoing or likely to arise. Engage with stewardship and governance teams, not just portfolio managers.
• Know your shareholder base: Understand both registered and beneficial holders, especially substantial positions in different jurisdictions. Track changes in shareholder composition year-over-year.
• Understand the changing landscape: Are there regulatory matters or emerging issues for investors? Are there any proxy advisor policy changes that need to be taken into consideration?
• Respond to shareholder proposals: Do your homework on all proposals and assess them against proxy advisory and investor policies to avoid negative recommendations.
• Engage year-round: Communicate continuously with shareholders and advisory firms to build engagement, strong relationships and voting choices for future meetings.

How your relationship manager can help

Your dedicated relationship manager understands you and your business and can provide the guidance you need to prepare for and execute your AGM.

Mailing

• Ensure accurate mailing: Confirm addresses for all shareholders, including employees and plan beneficiaries. Avoid mailing too close to the record date and coordinate registered and beneficial mailings for transparency.
• Utilize electronic delivery where possible: Solicit shareholder email addresses and offer electronic voting packages to improve response rates and reduce costs.
• Enhance proxy materials: Include shareholder letters, visual elements, FAQs, and establish an information hub on your website. Issue press releases upon filing materials to solicit shareholder participation.
• Address employee share plans: Coordinate plan mailings with your transfer agent for voting transparency.

Tabulation

• Monitor tabulation closely: Track votes in real time with Computershare’s Proxy Watch tool. Identify voting status of key shareholders early to ensure expected votes have been cast well in advance of proxy cutoff date.
• Engage with proxy advisory firms: Stay up to date with ISS and Glass Lewis policy changes. Register for draft reports and review data verification statements to address factual inaccuracies.
• Solicit votes strategically: Communicate with top investors and retail shareholders. Email links to proxy materials and offer to answer questions or facilitate engagement.

Meeting

• Consider meeting format: Choose between in-person, virtual, or hybrid formats based on shareholder demographics and preferences. Conduct full dress rehearsals for virtual meetings and ensure robust technology for seamless participation.
• Prepare for security and guest attendance: Anticipate potential disruptions and clarify attendance policies in your press releases and circulars. Have a plan to address unexpected guests claiming shareholder status.

Following this checklist will help ensure your proxy season runs smoothly, mitigates risks, and maximizes shareholder engagement and approval. Please contact your Computershare relationship manager with any questions about your upcoming shareholder meeting.

Computershare is not providing, and does not intend to provide, any legal, tax or investment advice.