December 8, 2015

Governance

Rob Berick

Five Things to Remember this Proxy Season

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As we turn the corner and head into the heat of the traditional proxy season, it’s important to remember that:

  1. The proxy statement needs to tell a clear story about the company and its leadership, as well as the rationale for (and effectiveness of) its governance protocols and policies – no time like the present to embrace the long-discussed “Plain English” concept
  2. The investors you deal with over the course of the year are not likely who controls the vote on behalf of their institution
  3. The proxy advisory firms are going to be increasingly focused on succession planning at the Board and management team level – the absence of this information will not go unnoticed
  4. The annual meeting is not a speed reading competition – think engagement, not disclosure
  5. You really should retain a proxy solicitation firm to assist with all of the above, even if/when you think you are dealing with “routine” matters

Since I have written many times on this blog about the concepts that underpin items #1 through #4, let me take a few minutes to address item #5.

Simply put – proceeding through the proxy season without a solicitor on board is akin to trying to run with the bulls in Pamplona without any shoes. Sure, you can get it done that way but why make it harder than it already is (and potentially hurt more than it should)?

With a proxy solicitor in place, you are better able to control all that’s within your control – i.e., meeting logistics, calls with institutional proxy voting departments, tracking voting results, monitoring advisory firm recommendation, etc. And, perhaps most importantly, it provides insurance that you will be able to identify and address any issues along the way quickly.

Likewise, a proxy solicitor does the necessary “heavy lifting” up front to keep you abreast of emerging trends (e.g., shareholder proposals, etc.) and developments within your investor base (e.g., which institutions have been voting counter to their most recent guidelines, which previously considered routine items have become hot buttons, etc.).

So … if these are the pros, what would you say are the cons?

Written By Rob Berick

Robert G. Berick is a senior vice president and managing director at Falls Communications. For more than 20 years, Rob has helped companies engage investors and enhance value through communications. He can be reached at rberick@fallscommunications.com or @robberick.

2 comments Show

Gene Morphis

December 17, 2015 at 5:10 pm

Reply

Retaining a proxy solicitation firm is a good idea and one I hadn’t previously entertained.

Rob Berick (@robberick)

December 17, 2015 at 5:15 pm

Reply

Thanks Gene.

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