TheCorporateCounsel.net

Last year, as noted by Dominic Jones in his “IR Web Report,” there was a small spurt of companies holding annual meeting solely online, with Broadridge, Warner Music Group and Conexant Systems joining companies that have done it for a few years (eg. Herman Miller, see this blog).

Dominic notes that a number of new companies have announced plans to go “virtual-only” this proxy season, including Illumina, Artio Global Investors, Winland Electronics and PICO Holdings.

Intel originally intended to join this group – but decided to stay with the hybrid “both physical and online” meeting structure it pioneered last year (see this first-hand report of last year’s meeting), with the help of Broadridge’s online voting platform. Dominic notes that several new companies will try this hybrid model this year – Best Buy, American Water Works and Charles Schwab – with Charles Schwab relying on its transfer agent Wells Fargo to provide the online voting platform rather than Broadridge.

So the total number of companies dipping their toes into the online meeting world is still less than a dozen. Is this a trend that is here to stay? My guess is “yes.” Tune in for this webcast that I just announced – “Holding the Virtual Annual Meeting: Factors to Consider and Practice Pointers” – featuring panelists whose companies have tested these new waters recently…

Dominic Jones continues to do good work, his latest is today’s “HP and Palm: announcing an acquisition social media style.”

Survey: The Different Types of Pre-Registration for Annual Shareholder Meetings

In our “Annual Stockholders’ Meetings” Practice Area, I just posted a number of examples of the different ways that companies require – or request – shareholders to indicate whether they will attend the annual meeting in person.

In addition, I have posted a “Quick Survey on Annual Meeting Conduct,” which includes a question about pre-registration practice. Please take a moment to fill out this short anonymous survey.

While you’re at it, please take a moment to complete this “Quick Survey on Codes of Ethics and the Board.“

Broadridge’s E-Proxy Stats for ’10 Proxy Season So Far

As they have been doing for the past two years, Broadridge feeds us the latest statistics about e-proxy use during the proxy season through March 31st (which we have posted in our “E-Proxy” Practice Area).

As of March 31st, these stats included:

– 821 companies (technically, it’s not companies – it’s “distributions” which is a greater number than the number of companies) used voluntary e-proxy between June 30, 2009 and March 31st (compared to 526 for the same period in the year prior). 571 of these companies were using e-proxy for a second year – 8 companies distributed a second notice. Remember the cut-off is early in the meeting season and Broadridge reports having 655 commitments to use e-proxy for this year not yet processed.

– 96 jobs were bifurcated, nearly all of them stratified by the number of shares held (96%) although some were stratified by notice vs. full package (11%).

– 0.39% of shareholders requested paper after receiving a notice; this average is down 50% from last year’s 0.80% (and the prior year had been 1.05%). Note that this percentage doesn’t include Broadridge’s “standing order for paper” instructions (ie. shareholders who have said they wish to continue receiving paper copies indefinitely).

– 14% of companies using e-proxy had routine matters on their meeting agenda (way down from 54% last year); another 73% had non-routine matters proposed by management; and 13% had non-routine matters proposed by shareholders. None were contested elections.

After the annual meeting season ends, Broadridge will be reporting out the full season’s numbers, including the latest retail voting trends. But this early report clearly shows that companies continue to use e-proxy, undaunted by the broker non-vote changes in the NYSE’s Rule 452.

– Broc Romanek