Your checklist for a successful proxy season

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

With years of experience helping companies prepare for their annual meetings, 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 meeting: 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 annual meeting.

Mailing

• Ensure accurate mailing: Avoid mailing too close to the record date and coordinate registered and beneficial mailings for transparency.
• Utilize electronic delivery where possible: Collect shareholder email addresses and offer electronic voting to improve response rates and reduce costs.
• Enhance proxy materials: Include shareholder letters, visual elements, FAQs, and use an information hub like our EnVision hosting site. Issue press releases upon filing materials to solicit shareholder participation.
• Address employee share plans: Coordinate plan mailings with your transfer agent for voting transparency and ensure all beneficiaries receive solicitation materials.

Tabulation

• Monitor tabulation closely: Track votes in real time with Computershare’s Proxy Watch tool to identify any proposals at risk early. Identify voting status of key shareholders early to ensure expected votes have been cast well in advance of the meeting.
• 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 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 release and proxy statement. Have a plan to address unexpected guests claiming shareholder status.
• Review legal compliance: Ensure all solicitation methods and meeting formats are compliant with SEC rules and state law.

Following this checklist will help ensure your proxy season runs smoothly, mitigates risks, and maximizes shareholder engagement and approval.

If you have questions about your next event, contact our team or your relationship manager.

 

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