Proxy mechanics: It's time to modernize the 'plumbing'! - Overview of the issues and call to action

This white paper has been prepared by Computershare and Georgeson to provide an overview of the major areas connected to shareholder engagement identified by the SEC in its recent "concept release" on the mechanics of the proxy system. The document also highlights the steps issuers need to take to ensure beneficial reforms occur during this once-in-a-generation review of the regulations.

Click the download button below to review this document.

Statement from the Shareholder Communications Coalition regarding the SEC's proxy mechanics concept release

The Shareholder Communications Coalition applauds today’s approval by the Securities and Exchange Commission (SEC) of a Concept Release on proxy voting and shareholder communications issues. Since 2005, the Coalition has advocated that the SEC undertake a comprehensive review of the proxy infrastructure that serves investors holding shares in more than 12,000 public companies.

Click the download button below to review this document.

SEC Publishes Concept Release on Proxy Issues

The Securities and Exchange Commission (SEC) has posted its concept release on the U.S. proxy system. The Commission has set a 90-day comment period for this concept release.

Click the download button below to review this document.

Will Activists Go Wild in a Proxy Access World?

This year, the proxy voting system is receiving significant scrutiny and might even wind up with its first real makeover in more than 30 years. Regulators are mulling sweeping change in everything from who gets to nominate director candidates and how votes are reconciled to whether issuers will be able to communicate directly with shareholders.

This new guide from Computershare and Georgeson gives insight into the proxy voting system, with articles on:

• The proxy landscape
  How the changes will affect companies
  
• The new regime
  A roundup of the various proxy access proposals page
  
• Ask the expert Q&A
  with David Drake
  
• Proxy mechanics
  Issues the SEC may soon consider
  
• Taking care of the board
  Avoiding director election contests

Proxy Mechanics – Discussion Paper: Comparison of Existing and Proposed Market Mechanics

In August of 2009 the Shareholder Communications Coalition authored a document detailing a number of recommendations to improve upon the existing proxy and communication processes (see "Recommendations for modernizing and reforming the current proxy system framework,” below).

Computershare and Georgeson support the Shareholder Communications Coalition and feel that a number of the changes for which the coalition is advocating will directly benefit issuers. To assist the coalition in explaining to regulators and other stakeholders the details how these proposed changes could be implemented, we developed a discussion paper to describe the existing system and provide a more complete understanding of the items under review in anticipation of the SEC’s concept release.

A Road Map to Reform

This article by Niels Holch, executive director of the Shareholder Communications Coalition, outlines recommended changes to proxy mechanics.

The OBO/NOBO Distinction in Beneficial Ownership: Implications for Shareowner Communications and Voting

This white paper, by The Council of Institutional Investors (CII), makes the case that the immediate interest of shareowners and companies in better communications would be better and more effectively served with an incremental approach that promotes less reliance on — or eliminates altogether — the OBO/NOBO distinction and otherwise increases the potential for direct communications.

Proxy Reform and Mechanics, the Conversation Grows

On Nov. 3, a small group of leading corporate governance professionals in the US attended a panel discussion on proxy reform, focusing on the implications for their boards and how it will impact their companies’ shareholder outreach efforts. The conversation led to more questions and the panel reconvened on Dec. 1 to address all the issues.

The session was moderated by Brendan Sheehan, Executive Editor of Corporate Secretary magazine. The panelists were:

• Stephen Brown Director, Corporate Governance, TIAA-CREF
  
• Patrick Daugherty Partner, Foley & Lardner
  
• Niels Holch Executive Director, Shareholder Communications Coalition (SCC)
  
• Charles Rossi Executive Vice President, Computershare

Proxy mechanics, changes to the landscape for 2010

Change is in the air as we head into the 2010 annual meeting season. Listen in on a discussion of recent changes in regulation and how proposed changes from the SEC and Congress may impact the season.

Jeff Morgan, CEO of NIRI, and Charlie Rossi, Rossi, executive vice president of Client Services, Computershare, and president of the Securities Transfer Association, led an interactive discussion on November 10, 2009, in which they gave their views on how NIRI and the STA feel about the current state of proxy reform.

View this archived webinar online via the links below, to learn from two industry leaders as they share their thoughts on the future of the proxy voting system.

Securities Industry Update

Are you up to date on changing regulations for the securities industry?

Charlie Rossi, Executive Vice President of Client Services for Computershare and President of the Securities Transfer Association offers insight into evolving topics such as:

• Proxy reform
• Unclaimed property
• Basis reporting
• Red flag rules

Listen in as our industry expert provides an overview of recent developments and initiatives from the Securities Exchange Commission, the Shareholder Communications Coalition, the New York Stock Exchange, and other securities industry institutions.

Presented by: Charlie Rossi, Executive Vice President of Client Services for Computershare,President of the Securities Transfer Association

Recommendations for modernizing and reforming the current proxy system framework

This letter, to Mary Shapiro, chairmain of the SEC, from Niels Holch, executive director of the Shareholder Communications Coalition, outlines recommended changes to proxy mechanics.

• Shareholder Communications Coalition
  
• The Securities Transfer Association, Inc.
  
• U.S. Securities and Exchange Commission
  
• New York Stock Exchange

• NIRI responds to SEC's concept release on proxy mechanics
  NIRI IR Weekly
  August 3, 2010
   
• SEC Delves Into 'Proxy Plumbing'
  (subscription may be required)
  Wall Street Journal
  July 14, 2010
   
• SEC To Look At Mechanics Of Shareholder Voting
  Dow Jones Newswires
  July 7, 2010
   
• Over-voting or Over-reporting: 'Tempest in a Teapot'?
  Securities Industry News
  May 26, 2010
    
• Paper Puts OBO/NOBO Reform Under Spotlight
  Compliance Week
  March 16, 2010
  
  
• INTERVIEW – Proxy access for all, U.S. SEC Commissioner says
  Reuters
  February 9, 2010
  
  
• Who pays for proxy reform?
  Securities Industry News
  January 12, 2010
  
  
• Everyone at risk from Rule 452 changes: Georgeson prompts companies to do the analysis and prepare for the worst
  October 15, 2009
  IR Magazine online
  
  
• Activists, Take Note: SEC Delays a Proxy Vote
  (subscription may be required)
  October 3, 2009
  Wall Street Journal
  
  
• Directors Lose Elections, but Not Seats
  (subscription may be required)
  September 28, 2009
  Wall Street Journal
  
  
• Fight Brews as Proxy-Access Nears
  Companies Race to Derail or Soften SEC Plan; 'Ultimate Vehicle' for Activists
  (subscription may be required)
  August 26, 2009
  Wall Street Journal
  
  
• Business Groups Gear Up To Fight SEC Proxy Access Proposal
  August 18, 2009
  Dow Jones
  
  
• 'No-Vote Broker Rule' To Shake Up Street
  August 8, 2009
  Forbes
  
  
• With Power, the Risk of Abuse
  July 19, 2009
  New York Times