Computershare acts as transfer agent/registrar to a range of US companies. For these companies, registered shareholders can manage their own holdings directly using our online platform, Investor Center.

Shareholders who currently own shares in these companies through a broker/intermediary (beneficial shareholders) can become registered shareholders and manage their holding through Investor Center by following these steps:

  1. Let your broker/intermediary know you would like to transfer your shares into registered ownership format
  2. Your broker/intermediary should then instruct the Depository Trust Company (DTC) to electronically transfer the shares/stock from DTC's nominee acting on behalf of the brokerage/intermediary into your own name at Computershare
  3. If you do not already have an account, you can register to use our Investor Center for free online
  4. Upon transfer of shares/stock to your own name, Computershare will send you a statement by mail to confirm you are a registered shareholder. For new users, this statement is required to log in to Investor Center for the first time. For existing users, your shares will be visible via Investor Center as soon as the transfer is processed by Computershare.

Please note that although Computershare does not charge investors for the transfer of shares into registered ownership, brokers/intermediaries may. You should ensure you understand what those fees are before initiating the process.

You can also become a registered shareholder by buying stock directly through Computershare online using our Investor Center.

Company share structure

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Direct Registration System (DRS)

What is the Direct Registration System (DRS)?

The Direct Registration System (DRS) allows registered shares to be held in electronic form without having a physical security certificate issued as evidence of ownership.

Do I need an Investor Center account to be registered via DRS?

No. Investors do not need an account with Computershare in order to be registered via DRS.

Can I use the Direct Registration System (DRS) if I live outside the US?

Yes. Additionally, if your broker/intermediary is a participant of the Depository Trust Company (DTC), they will be able to deposit your shares into DTC (removing your name as a registered shareholder from the register) or withdraw shares from DTC (adding your name as a registered shareholder), electronically. Otherwise your broker/intermediary will need arrange this via its commercial relationship with a DTC participant (if it has one) to give effect to such transfers electronically. Failing that, a physical transfer form may be required, which may necessitate a medallion guarantee to verify the transferring party's signature. Medallion guarantees may be difficult to obtain outside the US.

Is there a limit to how many accounts Computershare can create in a particular timeframe?

Account creation is an automated process at Computershare. Our systems are resilient and perform effectively during periods of both low and exceptionally high demand. We are not currently experiencing, nor do we envisage any delays in the processing of transfers, including transfers to DRS and account opening.

Can I receive a share certificate?

In some instances, although higher DTC withdrawal fees may apply. Typically companies register investors into a DRS holding by default. Some companies have stopped issuing share certificates and DRS is the only way shares are maintained on the register.

Is it possible for a third party to ‘reverse’ my directly registered shareholdings into beneficial ownership without my consent?

No. Shareholders can themselves chose to move directly registered shares into beneficial ownership through an intermediary such as a broker. To do this, shareholders should instruct the transfer agent (such as Computershare) to deposit their shares into DTCC form and submit a signed and indemnified transfer form identifying the receiving broker. Computershare will not act upon any instruction to transfer directly registered shares into beneficial form without this form signed by the shareholder. In addition, Computershare needs the relevant account numbers to perform such an instruction. We recommend not disclosing account numbers to third parties as an additional security measure.

Registered and beneficial shareholders

What is a registered shareholder?

Registered shareholders, also known as "shareholders of record," are people or entities that hold shares directly in their own name on the company register. The issuer (or more usually its transfer agent, such as Computershare) keeps the records of ownership for the registered shareholders and provides services such as transferring shares, paying dividends, coordinating shareholder communications and more. Shares can be held in both electronic (book entry) through the Direct Registration System (DRS) or certificated form (when permitted by the issuer company).

What are the benefits of being a registered shareholder?

Ownership is recorded in your name directly on the register of the company. You are legally recognized as the direct owner of the shares. Computershare, as agent for the issuer, gives registered shareholders access to their holdings through our online Investor Center platform. Registered shareholders receive a proxy and can cast their vote directly at the company's shareholder meetings. The company has real time visibility of shareowners and can efficiently communicate with them. Other common registered shareholder rights include the right to transfer ownership of their shares to others, to directly receive share dividends and also to inspect certain corporate documents.

What is a beneficial shareholder?

Beneficial shareholders have their stock held by an intermediary such as a broker. When shares are kept in this manner, it is often referred to as keeping the shares in "street name."

Many investors choose to be beneficial owners. They access their investments and account balances and other information through their broker/intermediary's online platform. All beneficial shares are generally held in electronic (book entry) form through the Depository Trust Company (DTC). In certain circumstances, shares may be 'lent' by the brokerage firm to cover other trading activity, such as short sells by others. The company has very little visibility of beneficial investors whose shares are held in "street name", and communications from the company are routed through the broker, usually by an agent acting for the broker.

Investor Center

Can I buy and sell shares through Computershare/Investor Center?

Yes, you can buy and sell shares/stock in companies for whom Computershare is the transfer agent/registrar through Investor Center once you have signed up for an account. Computershare charges fees for these services.

Are all companies listed in Investor Center?

Only companies for whom Computershare is the transfer agent/registrar are found on Investor Center. However, you can manually enter investments in other companies for reference but details such as share price will not automatically update and you cannot use Investor Center to buy or sell such shares.

What do I need to register at Computershare Investor Center?

We'll need to verify your identity. Depending on what information you can provide, we may need to ask you to confirm your Social Security Number (SSN), Employer Identification Number (EIN), ZIP code and the name of the company in which you are a shareholder. If you're based outside the US, we may need to confirm other details relevant to your jurisdiction.

Click here for detailed instructions on how to set up your account.

Do I need to use Investor Center in order to have my shares registered in DRS form?

No. You can be registered on the company's register without having to be registered with Investor Center.

How do you allocate account numbers?

We use a proprietary algorithm across all our clients, so numbers are not company specific.

Is it possible to access a shareholder’s Investor Center account and view their balance and recent transactions just using an account number?

No. An account number alone is not enough information to request changes or transact on a Computershare Investor account.

Is it possible to consolidate or merge two accounts when there are different beneficiaries named for transfer on death?

No. It’s not possible to consolidate or merge two accounts with the same registration name if there are different beneficiaries named for transfer on death (TOD). However, the accounts can be merged if the same beneficiary is (or beneficiaries are) named on both accounts (or if no beneficiaries are named) and the allocation of the distributions to each beneficiary is also the same on both.

Are you developing an app?

We're constantly looking to improve our services. While we can't commit specifically to the launch of a mobile app for Investor Center at present, we're working on a range of improvements that we believe will enhance the experience of users.

Transferring shares/stock from your broker to DRS

How do I transfer my shares/stock from my broker into DRS form at Computershare if I live outside the US and my shares are held by a non-US broker?

Contact your broker. Your broker may use a custodian in DTC to hold shares in DTC. Only DTC participants can initiate a transfer to create a DRS holding in your name at Computershare, if the shares are held via DTC (please see above). Processes may vary depending on your jurisdiction.

How long does it take to transfer shares from beneficial to registered ownership?

We can't usually tell how long has passed between a shareholder's request to transfer shares to direct ownership and the request being passed to us by the intermediary but, once we receive it, we should process it fully by the end of the next working day.

Are you notified when a shareholder asks an intermediary to transfer shares to registered ownership through Computershare?

No. Computershare does not receive any information about a request to transfer shares to DRS. We are only notified when the transfer is initiated by a DTC participant. A DTC participant may be your US broker, a clearing firm acting for your US broker, or a custodian acting for your international broker or another intermediary (e.g. an international central securities depositary) who, in turn, is acting for your international broker. We have no visibility of where your instruction sits in the chain.

Do you route share orders directly to the exchanges?

Yes. We instruct our broker to execute all orders on an applicable exchange, for example, the New York Stock Exchange. We do not receive ‘payment for order flow’ or route orders to dark pools.

Can you tell me if a particular broker is currently transferring shares to direct ownership through Computershare?

We do not publish a list. Please ask individual brokers directly about the services they offer. We're able to process any valid transfer initiated by a DTCC participant to transfer shares to direct ownership, and we usually complete the transaction by the end of the next working day, following receipt of that request from DTCC.

My broker is reporting a problem with the transfer of my shares to direct ownership

Your broker may use a custodian in DTC to hold shares in DTC. Only DTC participants can initiate a transfer to create a DRS holding in your name at Computershare, if the shares are held via DTC (please see above). Processes may vary depending on your jurisdiction and the number of intermediaries in the chain. Computershare is able to process any request for a transfer of shares to direct ownership that includes the necessary information for the transfer to take place, and we usually complete the transaction the working day after the request comes through. You do not need an account with Computershare for a DRS transfer to be initiated.

Why doesn’t Computershare work with certain brokers/Why can’t my non-US broker get my shares registered?

We accept DRS transfer requests from DTC participants, as the DRS system is facilitated through DTC. If your broker is not a DTC participant, your broker should discuss how to give effect to a DRS transfer (on your behalf) by working with its clearing firm or custodian in DTC, or other intermediary that in turn may have a commercial custody or clearing arrangement with a DTC participant.

Whom would you notify if you had to reject a DRS transfer because there were not enough shares?

In the unusual event we needed to reject a DRS transfer owing to insufficient shares in the name of Cede & Co (as transferor), we anticipate we would let our issuer client, DTCC, the broker and the investor know.

Are you experiencing delays with processing shareholder registrations? Is there a backlog?

No. We have not experienced delays in processing new shareholder registrations in DRS form. We generally complete all requests to transfer from “street name” to registered form by the end of the next working day after receipt, provided such request is in good order (well within regulated timeframes). Please note that we have no knowledge or visibility of the point at which a beneficial owner asks their intermediary to initiate the transfer of their position from ‘street name’ to a direct registered shareholding and the relevant DTC participant initiating a DRS transfer via DTC with the required information.

How will tax apply to my transfer?

We can't give advice on tax or retirement accounts, and you should discuss this with your financial advisor. If you have a question about your specific account with Computershare, please contact us on +1 (201) 680 6578 or 800 522 6645.

I’m outside of the US. Is there a number I can ring to discuss my GameStop shareholding?

As well as calling our US Contact Center directly, we have set up a dedicated number to field GameStop enquiries: + 800 3823 3823. This is free to phone from a landline in the following countries…

Austria
Belgium
Czech Republic
Denmark
Finland
France
Germany
Greece
Hong Kong
Hungary
Iceland
Ireland
Israel
Netherlands
New Zealand
Norway
Poland
Spain
Sweden
Thailand
UK
 

International shareholders

Can I register for Investor Center to manage shares in a US-listed company if I live outside the US?

Yes. You can register to use our US Investor Center if you are not a US resident. We will use details relevant to your jurisdiction to confirm your identity.

Can I trade shares via Investor Center if I live outside the US?

Yes. Please be aware that, although this should be straightforward via Investor Center, transferring 'off market' may require a paper-based transfer form and a 'medallion guarantee' to be authorized.

Do you pay international payments in currencies other than US dollars?

Optionally, an international payment can be made in foreign currency (e.g. Euro, GBP or AUD).

How do I transfer shares to someone outside of the US?

You can use Transfer Wizard at https://www-us.computershare.com/TransferWizard/default.aspx?ReturnUrl=%2ftransferwizard. You can find an FAQ on Transfer Wizard at https://www-us.computershare.com/TransferWizard/FAQs.aspx.

What fees will I have to pay to my non-US broker to transfer my shares to registered ownership through Computershare?

You need to discuss this with your broker, who in turn may need to work with its custodian in DTC.

How does registered shareholding relate to Individual Savings Accounts (ISAs) in the UK?

We can't give advice on tax or ISAs, and you should discuss this with your financial advisor. If you have a question about your specific account with Computershare, please contact us on +1 (201) 680 6578 or 800 522 6645.

Questions about your shares in DRS at Computershare

Can Computershare ‘lend’ shares that are registered in my name?

No. This is not an authorized function of a transfer agent for shares held in registered form.

How can I keep track of the shares/stock I buy/sell?

The shares/stock you own, buy or sell in companies for whom Computershare is transfer agent/registrar can be monitored and accessed through your Investor Center account.

Are shares held through Computershare/Investor Center registered ownership shares or beneficially owned shares?

Shares managed directly through our Investor Center are transferred by DRS and entered onto the register in the shareholder's name.

How does Computershare ensure there is a balance between shares that are directly/indirectly held?

We use double-entry accounting systems that ensure there is always an accurate balance between shares held directly by registered shareholders and those held by Cede & Co on behalf of DTC, banks & brokers and beneficial investors. This means that for every share transferred through DRS that can be registered on the share register, there is one fewer recorded as being in Cede & Co.

If an investor move their shares to DRS via Computershare, is their account insured (for example through FDIC) if Computershare became insolvent?

Investors are covered by different arrangements. Computershare’s US Transfer Agent business is regulated by the SEC. The business forms part of a global group, Computershare Limited, which is a public company listed on the Australian Securities Exchange (ASX). At Group level we disclose financial information publicly. Additionally we engage external auditors in line with the regulations of all the jurisdictions in which we operate. We also carry professional indemnity insurance to underpin our services. Importantly, as a transfer agent, we act as an agent for each client’s issue of equity in maintaining a register of ownership on their behalf. Investors may elect to be registered directly on this register. As direct registered shareholders, investors do not need SIPC insurance to underpin Computershare’s transfer agent function or protect against any insolvency of Computershare, since their shares are recorded on the company’s register, and held directly by them subject to relevant corporate law and regulation. Unlike a broker-dealer (where SIPC insurance may apply), Computershare is not holding the shares as an intermediary on the shareholder’s behalf. Computershare does not lend securities.

Does Computershare lend out shares held in registered form?

Computershare does not lend out shares held in registered form as these shares are owned by the registered holder. For operational efficiency, a small portion of the aggregate number of DSPP shares is held on Computershare’s behalf (for the benefit of plan participants) by arrangement with our broker. These particular shares are maintained by the broker (for the benefit of Computershare, and in turn, for the benefit of plan participants) in DTC. Our broker is not permitted to lend out any of these shares.

Can directly registered shares loaned or otherwise accessed by the DTCC, the DTC or any other entity?

DTCC/DTC and Cede & Co cannot borrow shares from other registered shareholders. Computershare does not lend securities. Shares in direct registered form can be accessed by intermediaries where they are authorized to do so by the investor to sell or transfer them. This is evidenced to the Transfer Agent by the broker or bank transmitting the investor’s name and address, number of shares to be transferred and the investor’s unique holder identification number. This information is transmitted by the broker or bank through DTC to the Transfer Agent using the DRS Profile System. DTC’s FAST System governs the arrangement for managing Cede & Co’s dematerialized balance of shares on the register. Cede & Co.’s holding increases as deposits into DTC are made by banks and brokers and decreases as withdrawals are made by those parties for investors. Please see the video above illustrating these processes for more information.

What is the maximum limit order possible through your systems?

As of February 28, 2023, the maximum limit price you can set is dynamically capped at 600% above the current market price (the equivalent of seven times the current price) of the particular securities. For example, if you want to sell and the current market price of the share is $10 per share and your limit order is set at $70 per share, your order will not execute until the market price reaches $70 and a buyer executes the other side of the trade (a purchase) at $70 per share. The limit order price cap is dynamic and changes with fluctuations in share prices. Thus, if the market price increases to $12, the maximum limit order price will increase to $84.

What is a limit order?

A limit order is a specific instruction that an investor provides to Computershare to confirm the minimum price at which they request that their shares be sold.

A limit order differs fundamentally from a market order. A market order is an instruction to buy or sell a stock at the prevailing market price at that particular time, without any pre-set limit on the price.

Can I sell shares through Computershare?

Yes. You can sell shares in companies for whom Computershare is the transfer agent directly through Investor Center.

Do I need to buy shares through a broker and then transfer them to Computershare, or can I buy shares through Computershare directly?

You can buy and sell shares/stock in companies for whom Computershare is the transfer agent/registrar directly through Investor Center once you have signed up for an account. Computershare charges fees for these services.

Are DRS shares ‘locked up’ on Computershare’s systems?

No. Shares in DRS form can be sold and purchased via the US public markets and can only be transferred by the investor or his or her broker with permission.

Can I get my dividend in NFT form?

A dividend would only be paid in NFT form if the issuer decided that this is the format they would like to use.

Where can I find more information about selling shares through Computershare?

You can find out more information at https://www5.nohold.net/Computershare/ukp.aspx?login=1&pid=18&ruleid=3024&donelr=1

What happens to my registered shareholding if Computershare is no longer the transfer agent?

In the context of registered shareholding Computershare as transfer agent is acting as a recordkeeper. Transfer agents do not have ownership of the securities for which they maintain the records of in any circumstances.

Do you hold SIPC insurance (or any other insurance to protect shareholders)?

SIPC is not relevant in the context of transfer agents, as investors' assets are on the register, and the register would be taken on by a successor agent. Computershare carries professional indemnity insurance as cover for other issues.

Shareholder communications

Why do you send information through the post rather than using email or phone?

In order to improve information security and help prevent fraud, Computershare sends certain information to shareholders through the post. However, if you are a shareholder in GameStop and you are based in Europe, Computershare will mail ‘pin packs’ — which contain the verification code that enables access to Investor Center — to you from our facility in the UK, meaning they should arrive within one to two weeks. We are also looking at other ways to ensure communications can reach non-US shareholders sooner.

What are the benefits of switching to digital shareholder communications?

  • E-comms means the company in which you own shares can communicate with you more easily, quickly and cost effectively
  • E-comms can be a more reliable method of ensuring you receive the information you need
  • E-comms mean you can immediately gain receipt of proxy material, annual reports, notices of meetings and other materials
  • E-comms enable you to vote your proxy online for the proposals put forth to shareholders rather than having to return your vote through the mail
  • E-comms mean less paper, printing and transport, which reduces carbon emissions, uses fewer resources and means a more positive impact on our planet
  • With more and more shareholders, managers and directors focusing on a corporation’s environmental, social and governance (ESG) initiatives, e-comms can help align a company’s practices with its sustainability goals

How to I enroll in digital shareholder communications?

If you have an Investor Center account:

  • Log in at www.computershare.com/investor
  • Click on 'View and update your profile'
  • Click on 'Communication Preferences' and then 'Account Communication Preferences'
  • You will see a list of your shareholdings
  • For the shareholding for which you would like to register for e-comms, click 'Edit'
  • Enter the email address you would like e-comms notifications to go to (or select 'Use same email as Investor Centre Membership'
  • Select 'Email' for each of the types of material you would like to receive notification about via email
  • Review the Terms and Conditions (which you can find by clicking on Terms and Conditions)
  • Select 'I agree to the Terms and Conditions'
  • Click submit
  • You should now see a message confirming that the update to your communications preferences has been successful
  • You can follow these steps to set your delivery preferences for other securities you hold for which you would like to receive e-comms

How does digital shareholder communications work?

Once you set your preferences to receive digital communications, you’ll receive email notifications when new material, such as an annual reports, proxy voting forms, and statements are available to view online. Your email notification will be accompanied with a link to a page on Investor Center, where you can securely log in and view the available communications and documents.

How can I enroll in text messaging?

US shareholders in US companies can also enroll in text messaging to receive notifications, alerts and select other account transactions via text message. Shareholders must have a US mobile number and a phone that can receive SMS/text messages.

If you have an Investor Center account:

  • Log in at www.computershare.com/investor
  • Click on ‘View and update your profile’
  • Click on ‘Text Communications’
  • You will see a field to enter your 10-digit U.S. mobile number
  • Enter the 10-digit U.S. mobile number you would like text messages sent to
  • Click the box next to the terms of consent
  • Click submit

You should now see a confirmation that your request to update text communications is being processed and receive a welcome text message from Computershare.

Can I still receive hard copy materials if I’ve enrolled for ecomms?

In the event that your email communication ‘bounces’ we will send a hard copy pack to you. You can also request a hardcopy. However, this does negate the benefits of having switched to ecomms, so we suggest shareholders only do this in exceptional circumstances. Our ability to send additional hard copies is subject to availability.

Individual Retirement Account (IRA)

How does direct shareholding work in relation to an individual retirement account (IRA)? Can people direct register their IRA shares?

We don’t believe there is any reason why shares can’t be transferred from an IRA into a person's name in DRS format. People should speak to their plan sponsor about whether it’s possible and of course seek financial advice before making any decisions. If you have a question about your specific account please contact us on +1 (201) 680 6578 or 800 522 6645.

Does Computershare act as a custodian for shares in an individual retirement account (IRA)?

No. As a transfer agent Computershare does not provide IRA or custodial services, and we have to reject or reverse any transfer that purports to register shares into an IRA account where Computershare is noted as the IRA custodian for the particular investor.

Direct stock purchase plan (DSPP)

What is a direct stock purchase plan?

Direct stock purchase plans are an alternative way to buy the shares of certain companies. Benefits of direct stock purchase plans include lower fees, the ability to set up automatic, periodic investments and automatic reinvestment of earned dividends. Individual companies set up direct purchase plans to allow investors to buy shares of stock directly in a company. The Company's transfer agent will effect trades through a trading broker and allocate shares to their registered accounts directly on the records of the company. For plan-specific information, including fees, shareholders should refer to relevant plan documents.

How are shares held via the direct registration system (DRS) and those held in book-entry via a direct stock purchase plan (DSPP) different?

  • DSPP and ‘pure’ DRS shares are technically different forms of holding although, for many practical purposes, they are the same
  • Both forms of ownership record the names of the investor directly on the issuer’s register, where they are recognized as registered shareholders
  • In both cases, the investors are sent communications by the company and can directly vote their shares
  • Both forms of ownership are recorded directly on Computershare’s platform and may be managed by the shareholder through the online portal, Investor Center
  • Both DSPP & DRS are ‘book entry’ means of holding shares
  • DRS shares do not require enrollment into a ‘plan’ nor is there a need to make elections around dividend payment allocations
  • DSPPs are specific plans that require shareholders to elect enrollment
  • DSPP shares allow for the shareholder to elect for dividend payment to be allocated as to their discretion, including to reinvest into the purchase of additional shares.
  • Dividends are paid, and proxy voting instructions are issued, on a consolidated basis i.e. for the aggregate of DRS and DSPP book-entry positions. Computershare does not issue separate proxies or make two dividend payments
  • An investor can, at any time, withdraw all or part of their shares in DSPP book-entry form and have them added to their DRS holding (for example after a DSPP purchase settles) without a fee
  • Shares held in DRS form and DSPP book-entry form (with the exception of any fractional amount) can be transferred to a broker in a single parcel to a broker or in multiple parcels to multiple brokers at any time via the DRS system
  • Shares held in DRS and DSPP book-entry form can be sold via Computershare, subject to the terms and conditions of the DRS Sales Facility or DSPP, as applicable.

Can fractional shares be held outside a direct stock purchase plan (DSPP)?

  • No. Fractional shares cannot be held outside a DSPP, nor can they be moved to a broker or another intermediary
  • DRS and certificated holding types do not allow for fractional share ownership
  • When an investor withdraws all or part of their shares in DSPP book-entry form and has them added to their DRS holding (for example after a DSPP purchase settles), any remaining fractional shares will be handled as set forth in the DSPP terms and conditions
  • However, there is no requirement to sell fractional shares when transferring any whole shares
  • The fractional shares may remain in the plan for as long as the investor chooses, subject to any specific conditions in the plan which may preclude the ownership of only fractional shares.

Are there differences between shares that are held directly and those that are held in a direct stock purchase plan (DSPP) are reported?

They are mostly the same for all practical purposes. However, there are some minor differences:

  • Both forms of ownership are recorded directly on Computershare’s platform and may be managed by the investor through Invester Center
  • It is not possible to hold fractional entitlements to shares registered in DRS form, only whole shares. It is possible, however, to hold fractional entitlements to shares in book-entry form through the DSPP
  • Dividends are paid, and proxy voting instructions are issued, on a consolidated basis, i.e. for the aggregate of DRS and DSPP book-entry positions. We do not issue separate proxies or make two dividend payments.
  • Shares held in DRS form and DSPP book-entry form can be sold via Computershare, subject to the terms and conditions of the DRS Sales Facility or DSPP, as applicable
  • Computershare holds a portion of the aggregate DSPP book-entry shares via its broker in DTC for operational efficiency, i.e. to enable any sales to be settled efficiently (and Computershare determines the portion needed for operational efficiency reasons. Such shares are not available for lending. These shares are eligible to be withdrawn from DTC).
  • An investor can, at any time, withdra all or part of their shares in DSPP book-entry form and have them added to their DRS holding. The investor is able to transfer whole shares from DSPP book-entry to DRS at any time, e.g. after any DSPP purchase settles. Any remaining fractional shares will be handles as set forth in the DSPP terms and conditions.

Are shares held in a direct stock purchase plan (DSPP) not included in the tally of directly registered shares?

  • Computershare provides its issuer clients with separate tallies for DRS and DSPP shareholdings
  • It is up to individual companies what information on shareholdings they disclose to its investors or the general public and in what format (within the confines of relevant legislation and regulation)

About Computershare

What is a transfer agent (such as Computershare)?

Transfer agents (referred to as the 'registrar' in some jurisdictions) maintain a record of ownership, including contact information, of an issuer's registered shareholders. Brokers maintain the records of beneficial shareholders. Transfer agents' responsibilities also include the transfer, issuance and cancellation of an issuer's shares. One of a transfer agent's primary duties is assisting registered shareholders and fulfilling their requests for transferring their shares.

Other core services provided by a transfer agent include issuing dividend payments and communication with shareholders on behalf of the issuer.

Transfer agents also ensure that companies do not issue more shares of stock than has been authorized.

Why is Computershare trading on the over-the-counter market? Being a global company, why isn’t Computershare listed in every country it operates in?

Computershare is a publicly-listed company. We are listed the Australian Stock Exchange (ASX) and our shares trade in Australian dollars with the ticker symbol CPU. You can find details by entering "CPU.AX stock quote" into your search platform, or by visiting our website www.computershare.com. Computershare is not listed in the US. However, some parties choose to trade the shares in US dollars in the "unlisted" US OTC market.

What fees does Computershare charge shareholders/how does Computershare make money from share ownership?

Companies hire Computershare to undertake transfer agent/registry services on their behalf, which includes directly providing services to their registered shareholders directly. Although some of these services are free to registered shareholders, such as maintaining the record of a shareholding through Investor Center, we do charge shareholders themselves when they ask us to process specific transactions, including buying and selling shares. You can find out more information on these charges here.

How can you tell if someone claiming to be posting on social media on behalf of Computershare is legitimate or not?

Our employees do not post 'on behalf' of Computershare on their individual accounts on social media. While many employees are active on social media, and some chose to identify themselves as Computershare employees, they do so as individuals, not as official representatives. Computershare engages in social media via its official accounts, including Twitter and LinkedIn, which are easily verifiable. Computershare spokespeople also undertake interviews, with the content sometimes featuring on social media. Whenever they do so, they will be clearly identifiable as Computershare representatives, including by providing their name and job title. We would recommend discounting anyone claiming anonymously to represent or be an employee of Computershare.

What brokerage firm does Computershare use to execute orders?

The brokerage firm we work with can depend on the circumstances of the order, including to enable us to accommodate the preferences of specific clients. In most instances, however, we work with Bank of America Merrill Lynch (also known as Merrill).

Questions about specific company information

Where can I find information about a specific company?

You can view all the information we publish on specific companies at https://www-us.computershare.com/Investor/#Company.

How did Computershare process the GameStop ‘stock split’ in July 2022?

GameStop effected a 4 for 1 ‘stock split’ through a 3 for 1 stock dividend, whereby on July 21, 2022 three additional shares were issued for every share held at record date, giving each shareholder a balance of four times the number of shares. Trading in the ‘split’ shares started on July 22. Computershare issued direct registration holding statements showing the 3 for 1 stock dividend distribution, giving the holder a balance of four times the number of pre-‘split’ shares to reflect this.

I’m a beneficial shareholder and have not received shares from the GameStop ‘stock split’ in July 2022. What should I do?

Investors who hold their GameStop shares in beneficial form via a broker should contact their broker if they have not received shares due to them from the GameStop ‘stock split’ of July 2022.

Where can I find out more about the Overstock’s digital dividend?

You can find out more at: https://www.overstock.com/dividend.

Depository Trust Company (DTC)

What is the Depository Trust Company (DTC)?

The Depository Trust Company (DTC) is a repository through which stocks are transferred electronically between brokers and agents. It provides electronic recordkeeping and clearinghouse services. The DTC was established to reduce the volume of physical stock certificate transfers involved in the trading of securities. It holds eligible securities for financial institutions such as brokerage firms and banks, collectively referred to as "participants." Transfer agents are "limited participants". Participants then may request debits and corresponding credits to their DTC accounts to effect transfers. In this manner the DTC facilitates share transfers on behalf of shareholders via their brokers or transfer agents. The DTC is part of the Depository Trust & Clearing Corporation (DTCC). DTC uses a nominee, Cede & Co, to hold securities on the register.

Regulatory

What rules govern share issuances in the US?

Stock issuances by companies are governed by the Securities Act of 1933 and the Securities Exchange Act of 1934, and regulations thereunder, which are enforced by the United States Securities and Exchange Commission (SEC). Issuers are also subject to the corporate law of the company's state of incorporation, the rules of the exchange on which its stock is traded, operational guidelines and eligibility requirements of The Depository Trust Company (DTC), if eligible, and the issuers' corporate bylaws, articles of incorporation and other corporate governing documents.

Corporations may issue different classes of stock, which may be subject to different ownership rules, value per share and privileges, such as the right to vote on certain corporate matters. For more information, please see the diagram above.

What rules govern how transfer agents operate?

Since the mid-1970s, transfer agents have been subject to federal regulation by the SEC in accordance with the Securities Exchange Act of 1934. Transfer agents must comply with all applicable rules of the SEC, primarily sections 17Ad-1 through 17Ad-20 of the Securities Exchange Act of 1934. These regulations include strict requirements for the accuracy and timeliness of processing shareholder transactions. Given wide fluctuations in trading volume and shareholder inquiries, transfer agents must also be prepared to handle associated periods of peak transfer volume. Activities that are governed by these regulations include:

  • Turnaround times for processing
  • Prompt responses to inquiries
  • Accuracy of recordkeeping
  • Retention of records
  • Posting, transportation and destruction of certificates
  • Safeguarding of funds and securities
  • Evaluation of internal accounting controls
  • Searches for lost shareholders
  • Notifications to "unresponsive payees"

Securities industry participants, such as transfer agents, must also comply with regulations designed to prevent fraud in connection with missing, lost, counterfeit or stolen securities, in addition to other data security requirements. These data security requirements also extend to industry participants' employees, who must be fingerprinted and undergo background checks. In addition, transfer agents are required to comply with certain provisions of the Anti-Money Laundering (AML) regulations and can also be subject to regulations of the Office of Foreign Assets Control (OFAC). Transfer agents may also be subject to the laws of the states of incorporation for both issuers and their shareholders by virtue of the services they provide, including laws pertaining to data privacy and escheatment. Transfer agents are additionally required by IRS regulations to track and report the dividend income and share sale activity they facilitate on behalf of issuers via Form 1099 reporting. Transfer agents must follow IRS requirements concerning tax.

Where can I get more help?

We recommend first looking for answers via our FAQs at https://www-us.computershare.com/Investor/#Help/FAQ/. If you can't find the information you're looking for, you can try our Live Chat. You can also email or phone us directly using the contact details here.