Mike Tuff

Mike Tuff
Senior Vice President, Markets & Client Development

Have you ever considered that planning a shareholder meeting is like planning a wedding? It is a big production, usually ending with a predictable and happy outcome. 

Your client’s transfer agent is the connection to all parties involved in their shareholder meeting – the distribution of meeting materials to shareholders, collecting the votes, tabulating the votes, and providing results to the company.

Here are the major components of planning a shareholder meeting, highlighting some key areas to help your clients get the result they want, without too much stress.

 

Choose a date

The first step for weddings and annual general meetings (AGMs)​ alike is to set the date as this will determine the rest of the schedule. Mature organizations may have a standard date for their meeting each year, for example, the first Thursday in May. For newer companies, there are certain guidelines that must be followed: no more than 18 months after incorporation, no later than 15 months after the previous annual meeting, and no more than 6 months after financial year-end.

As your clients work back from the meeting date to set the other milestone dates – mailing date, record date, notice of meeting date – they will reference the rules for the jurisdiction of incorporation and the method of distribution of meeting materials.

Determine the guest list

Who will be invited to the meeting? Registered shareholders, of course – this is like the immediate family – and employee plan holders. Beneficial holders are also invited, but there are different categories. 

Non-objecting beneficial holders (NOBOs) can be identified and invited, either through a NOBO-mailing by the transfer agent or through an intermediary. For objecting beneficial holders (OBOs), those who choose to be anonymous, the intermediary or broker must agree to pay the costs for the distribution of materials.

Send the invitations

The invitation equivalent for a shareholder meeting is the full package of meeting materials. Here issuers have the option to send all materials to all holders, use “notice and access” for beneficial and registered holders, or a combination of these options. Meeting materials can be sent by physical mail, or electronically by an email notice with links to the relevant documents.

Select the venue

The three venue options available are in-person only, virtual only or a hybrid meeting.

We have found that large corporations with widely held shares are opting for virtual meetings, unless their business is consumer or retail, in which case a hybrid meeting is beneficial. 

Companies with a more regional shareholder base prefer in-person meetings. 

Virtual meetings remain a good fit for smaller public companies with international investors and/or directors to maximize reach to shareholders and reduce director travel expenses.

Note other milestones

With the meeting date, invitation list and venue decided, your clients can work with their relationship manager to set the meeting timeline to establish the Notice of Meeting, Record Date, Mail date, proxy cutoff date and meeting date.

  • Generally, the mailing date will be 21 to 30 days prior to the meeting date.
  • The record date will be 30 to 60 days prior to the meeting date.
  • The notice date will be 25 days prior to the record date.

Additional tips

To help your clients ensure the “invitations” or proxy materials are sent on time and without extra expense, here are a few tips.

  • Create a list of internal and external resources they will work with throughout the meeting planning – the corporate secretary, investor relations, marketing/communications, event planning, IT, corporate security, legal counsel, proxy solicitor, print and mail vendor. Taking advantage of a one-stop shop that can manage many of these services can save time and money.
  • Set the record date further from the meeting date to allow more time for printing and mailing. If using Broadridge, they will need to incorporate an additional four business days for Canada and seven days for the US into print timelines. Not planning for Broadridge delivery is the most common error that results in clients being charged rush fees.
  • Use a National Instrument 51-102 card to solicit for a supplemental mailing list. This can reduce the number of shareholders who opt in and therefore reduce prints costs for quarterly mailings.

Once the materials have been sent, clients can watch the “RSVPs” or votes come in. Our clients can access daily voting results via Proxy Watch, available through our client portal. 

On the meeting date, your client’s meeting provider will register guests and provide ballots to shareholders before taking care of the meeting business. Ballots are collected and final voting results are provided at the meeting. Following adjournment of the formal meeting you and your client can celebrate a successful shareholder meeting!

If you or your clients would like to discuss options for their next shareholder meeting, please contact me at mike.tuff@computershare.com

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