Bringing Vintage expertise to “Compensation Strategies to Build Shareholder Value,” March 31, NYC

Does your board’s compensation strategy pass the scrutiny of shareholders, management, and regulators?  Executive compensation continues to be a key focus of legislators, regulators, activists, and the media. That’s what’s driving the March 31 NYSE Governance Services event: Compensation Strategies to Build Shareholder Value.

Click here to access the library of governance  guidebooks.

Click here to access a library of governance guidebooks.

Following up their superb West Coast Boardroom Summit & Peer Exchange, the NYSE is hosting this top forum of the latest thinkers and practitioners. Vintage is pleased to be involved as further recognition of our intelligent value and experience.

Topics include:

  • Design a Strategy: Driving Your Long Term Incentive
  • Plan and Avoiding the Common Metrics Pitfalls
  • Regulations’ Impact on Compensation: Now and in the Future
  • Board Tenure and Evaluations
  • P is for Performance: Evaluating the CEO
  • Change in Control Severance Agreements
  • Discretion in the CD&A: How to Sell Your Pay Story

For questions about the program, please contact the NYSE Governance Services event’s department at GS-CONFERENCES@NYSE.COM or (615) 309-3200.

Look for us

SEC approves Mini-IPO for raising ~ dundundunnnn ~ 50 million dollars!

Yesterday, the SEC approved the final rules for the implementation of Title IV of the JOBS Act’s Regulation A+  which allows start-ups and emerging growth companies (EGC) to crowdfund a $50 million mini-IPO with the general public… not just raise funds from qualified (accredited) investors per Regulation D offerings.

miniipo

Until yesterday, EGCs could only raise $5 million in a public offering via Regulation A (no “+”). Reg A also had other roadblocks including most states requiring their own individual Blue Sky Law adherence.

Regulation A+ has increased the raise to $50 million and removed the necessity for individual state compliance. 

The “who” can invest is key. EGCs were locked to work with accredited investors – individuals who earn more than $200K per year or have a net worth over $1M. Regulation A+ allows anyone to invest 10 percent of their annual income or net worth – but no more. The SEC will be carefully monitoring for fraud and bad actors.

Read the SEC regulations here. 

Certainly, this increase in cash will help companies work and earn their way to a “regular-sized” IPO. Vintage will be ready to help guide that journey. 

No news on the SEC’s progress getting sharks with frikin’ laser beams attached to their heads.

Keep Notice & Access in check with the SEC

Much like the first crocus blooms, Spring also blooms an uncompromising reminder to public companies about the tactical requirements surrounding the shareholder communications of their annual report and proxy materials. Each year, we help our clients with some or all of the different parts of these requirements.

SEC-logo-checkmark

Unless the issuer chooses to hardcopy print and mail the full annual report and proxy materials to all their shareholders by default, they can select to follow the SEC’s 2009 Notice of Internet Availability of Proxy Materials process. Generally called “Notice and Access,” this simply means an issuer can, 40 days prior to the annual shareholder meeting, ask investors – via a mailed card –  if they want to continue receiving hardcopy versions of the annual report and proxy materials or switch to online only. Public companies send a “notice” asking shareholders how they want “access” to the materials. 

Check these points each year:

  • All materials identified in the Notice of Internet Availability of Proxy Materials must be publicly accessible, free of charge, at the website address specified in the notice on or before the time that the notice is sent to the shareholder and all materials must remain available on that website through the conclusion of the annual shareholder meeting
  • All additional soliciting materials sent to shareholders, or made public after the Notice of Internet Availability of Proxy Materials has been sent, must be made publicly accessible at the specified website address no later than the day on which such materials are first sent to shareholders or made public.
  • The website address relied upon for compliance under this section can not be the SEC website
  • The issuer must provide shareholders with a means to execute a proxy as of the time the Notice of Internet Availability of Proxy Materials is first sent
  • The materials must be presented on the website in a format, or formats, convenient for both reading online and printing on paper

The Notice of Internet Availability of Proxy Materials must contain the following:

  • A prominent legend in bold-face type that states “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on [insert meeting date]” 
  • An indication that the communication is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet or by mail, and encouraging a security holder to access and review the proxy materials before voting
  • The website address where the proxy materials are available
  • Instructions regarding how a security holder may request a paper or e-mail copy of the proxy materials at no charge, including the date by which they should make the request to facilitate timely delivery, and an indication that they will not otherwise receive a paper or e-mail copy
  • The date, time, and location of the meeting, or if corporate action is to be taken by written consent, the earliest date on which the corporate action may be effected
  • A clear and impartial identification of each separate matter intended to be acted on and the soliciting person’s recommendations, if any, regarding those matters, but no supporting statements
  • A list of the materials being made available at the specified website
  • A toll-free telephone number, an e-mail address, and an Internet Web site where the security holder can request a copy of the proxy statement, annual report to security holders, and form of proxy, relating to all of the registrant’s future security holder meetings and for the particular meeting to which the proxy materials being furnished relate
  • Any control/identification numbers that the security holder needs to access his or her form of proxy
  • Instructions on how to access the form of proxy, provided that such instructions do not enable a security holder to execute a proxy without having access to the proxy statement and, if required by Rule 14a-3(b), the annual report to security holders
  • Information on how to obtain directions to be able to attend the meeting and vote in person

Except for a pre-addressed, postage-paid reply card for requesting a copy of the proxy materials, the Notice of Internet Availability of Proxy Materials may not be incorporated into, or combined with, another document, except that it may be incorporated into, or combined with, a notice of security holder meeting required under state law, unless state law prohibits such incorporation or combination.

Materials must be presented in plain English:

To enhance the readability of the Notice of Internet Availability of Proxy Materials, the registrant must use plain English principles in the organization, language, and design of the notice: at a minimum, it substantially complies with each of the following plain English writing principles:

  • Short sentences
  • Definite, concrete, everyday word
  • Active voice
  • Tabular presentation or bullet lists for complex material, whenever possible
  • No legal jargon or highly technical business terms
  • No multiple negatives
  • I2015_booksn designing the Notice of Internet Availability of Proxy Materials, the registrant may include pictures, logos, or similar design elements so long as the design is not misleading and the required information is clear.

FOR COMPLETE DETAILS ON THIS, I SUGGEST YOU REQUEST OUR 2015 SEC REPORTING RULES GUIDEBOOK SET > CLICK HERE. IT CONTAINS 300 PAGES ON PROXY STATEMENTS.  

IPOs and Transactions: March 16 – 20 / plus M&A breakfast roundtable

There were 49 transactions filed with the SEC last week.

Congratulations to all of the corporations and law firms that selected our transactions services last week including Shineco Inc. w/ CKR Law and Kaufman & Canoles PC, Iveda Solutions Inc. w/ Greenberg Traurig, LLP and Trade Street Residential Inc. w/ Morrison & Foerster LLP.

MERGMATKT

YOU’RE INVITED: SPECIAL M&A BREAKFAST ROUNDTABLE – 4/2, NYC

Law firm / Advisor Registrant Symbol Form Type Exchange
Andrews Kurth LLP BLACK STONE MINERALS, L.P. ~ S-1 ~
AXIS Capital Holdings Limited PARTNERRE LTD PRE S-4 NYSE
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC UNITED COMMUNITY BANKS INC UCBI S-4 Nasdaq
Bryan Cave LLP GENERAL MOLY, INC GMO S-3 NYSE
Calfee, Halter & Griswold LLP FARMERS NATIONAL BANC CORP /OH/ FMNB S-4 Nasdaq
CKR Law SHINECO, INC. ~ S-1 ~
Cleary Gottlieb Steen & Hamilton LLP WAYNE FARMS, INC. ~ S-1 ~
Cooley LLP APIGEE CORP ~ S-1 Nasdaq
Cooley LLP GLYCOMIMETICS INC GLYC S-3 Nasdaq
Cravath, Swaine & Moore LLP AXALTA COATING SYSTEMS LTD. AXTA S-1 NYSE
Crowell & Moring LLP GIGOPTIX, INC. GIG S-3 NYSE
Davis Polk & Wardwell LLP COMMERCIAL CREDIT, INC. ~ S-1 ~
Davis Polk & Wardwell LLP PARTNERRE LTD PRE S-4 NYSE
Davis Polk & Wardwell LLP VIRGIN AMERICA INC. VA S-1 Nasdaq
Day Pitney LLP BRIDGE BANCORP INC BDGE S-4 Nasdaq
Debevoise & Plimpton LLP SERVICEMASTER GLOBAL HOLDINGS INC SERV S-1 NYSE
Dechert LLP EAGLE POINT CREDIT CO INC. ECC N-2 NYSE
Dechert LLP EGALET CORP EGLT S-3 Nasdaq
Dennis Brovarone, Esq. OILFIELD SAFETY HOLDINGS INC ~ S-1 ~
Dorsey & Whitney LLP US GEOTHERMAL INC HTM S-3 NYSE
Faegre Baker Daniels LLP AV HOMES, INC. AVHI S-4 Nasdaq
Frank J. Hariton, Attorney-at-Law SAUER ENERGY, INC. SENY S-1 ~
FTE Networks, Inc. FTE NETWORKS, INC. ~ 10-12G ~
Gibson, Dunn & Crutcher LLP TIFFANY & CO TIF S-4 NYSE
Global Indemnity Group, Inc. GLOBAL INDEMNITY PLC GBLI S-3 Nasdaq
Graubard Miller PARKERVISION INC PRKR S-3 Nasdaq
Greenberg Traurig, LLP IVEDA SOLUTIONS, INC. IVDA S-1 OTC Markets
Harter Secrest & Emery LLP FINANCIAL INSTITUTIONS INC FISI S-3 Nasdaq
Incorp Services Inc. ILLUMITRY CORP. ~ S-1 ~
Jill Arlene Robbins, Attorney At Law PACMAN MEDIA INC. ~ S-1 ~
Jones Day BABCOCK & WILCOX ENTERPRISES, INC. ~ 10-12B ~
Kaufman & Canoles, P.C. SHINECO, INC. ~ S-1 ~
Keating Muething & Klekamp PLL MULTI COLOR CORP LABL S-3 Nasdaq
Kirkland & Ellis LLP REDMOND REINSURANCE INVESTMENT INTERVAL FUND ~ N-2 ~
Kramer Levin Naftalis & Frankel LLP ARCHSTONE ALTERNATIVE SOLUTIONS FUND ~ N-2 ~
Latham & Watkins LLP AXALTA COATING SYSTEMS LTD. AXTA S-1 NYSE
Latham & Watkins LLP VIRGIN AMERICA INC. VA S-1 Nasdaq
Ledgewood, P.C. ATLAS RESOURCE PARTNERS, L.P. ARP S-3 NYSE
Lowenstein Sandler LLP BLUE BIRD CORP BLBD S-3 Nasdaq
Luse Gorman, PC BRIDGE BANCORP INC BDGE S-4 Nasdaq
Manatt, Phelps & Phillips, LLP DIGITAL TURBINE, INC. APPS S-3 Nasdaq
Mayer Brown LLP COMMERCIAL CREDIT, INC. ~ S-1 ~
Morrison & Foerster LLP BIODEL INC BIOD S-1 Nasdaq
Morrison & Foerster LLP TRADE STREET RESIDENTIAL, INC. TSRE S-3 Nasdaq
Paul, Weiss, Rifkind, Wharton & Garrison LLP WAYNE FARMS, INC. ~ S-1 ~
Polsinelli PC LMI AEROSPACE INC LMIA S-4 Nasdaq
Ropes & Gray LLP CERULEAN PHARMA INC. CERU S-1 Nasdaq
Sidley Austin LLP HANSEN MEDICAL INC HNSN S-3 Nasdaq
Simpson Thacher & Bartlett LLP PARTNERRE LTD PRE S-4 NYSE
Simpson Thacher & Bartlett LLP SERVICEMASTER GLOBAL HOLDINGS INC SERV S-1 NYSE
Simpson Thacher & Bartlett LLP STAPLES INC SPLS S-4 Nasdaq
Simpson Thacher & Bartlett LLP TELEFLEX INC TFX S-4 NYSE
Sonfield & Sonfield STEMGEN, INC. SGNI S-1 OTC Markets
Stradley Ronon Stevens & Young, LLP BRYN MAWR BANK CORP BMTC S-3 Nasdaq
Sutherland Asbill & Brennan LLP FIFTH STREET SENIOR FLOATING RATE CORP. FSFR N-2 Nasdaq
Thompson & Knight LLP DORCHESTER MINERALS, L.P. DMLP S-4 Nasdaq
Troutman Sanders LLP UNITED COMMUNITY BANKS INC UCBI S-4 Nasdaq
Vinson & Elkins L.L.P. BLACK STONE MINERALS, L.P. ~ S-1 ~
Vorys, Sater, Seymour and Pease LLP FARMERS NATIONAL BANC CORP /OH/ FMNB S-4 Nasdaq
Wiggin and Dana LLP BIODEL INC BIOD S-1 Nasdaq
Wilmer Cutler Pickering Hale and Dorr LLP CERULEAN PHARMA INC. CERU S-1 Nasdaq
Wilmer Cutler Pickering Hale and Dorr LLP STAPLES INC SPLS S-4 Nasdaq
Wilson Sonsini Goodrich & Rosati, P.C. APIGEE CORP ~ S-1 Nasdaq
Womble Carlyle Sandridge & Rice, LLP GEOVAX LABS, INC. GOVX S-1 ~
Woodland Holdings Corp. WOODLAND HOLDINGS CORP ~ 10-12G ~

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Click here and opt-in to receive this weekly summary via email.

Click here to review the week’s underwriters.

Have a great week.

 

IPO Underwriters of the Week: March 16 – 20 / plus M&A breakfast roundtable

Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual… click here to discover why we are the intelligent value for both traditional and confidential IPOs.

MERGMATKT

YOU’RE INVITED: SPECIAL M&A BREAKFAST ROUNDTABLE – 4/2, NYC

Registrant Form Underwriter 1 Underwriter 2 Underwriter 3 +
REDMOND REINSURANCE INVESTMENT INTERVAL FUND N-2 ALPS Fund Services, Inc. ~ ~
BLACK STONE MINERALS, L.P. S-1 Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Inc. Citigroup Global Markets Inc. / Credit Suisse Securities (USA) LLC / Wells Fargo Securities, LLC / J.P. Morgan Securities LLC / Morgan Stanley & Co. LLC / Raymond James & Associates, Inc. / Scotia Capital (USA) Inc. / Simmons & Company International
VIRGIN AMERICA INC. S-1 Barclays Capital Inc. Deutsche Bank Securities Inc. Cowen and Company, LLC / Imperial Capital, LLC / Raymond James & Associates, Inc.
SAUER ENERGY, INC. S-1 Beaufort Capital Partners, PLC ~ ~
AXALTA COATING SYSTEMS LTD. S-1 Citigroup Global Markets Inc. Goldman, Sachs & Co. Deutsche Bank Securities Inc. / J.P. Morgan Securities LLC / Merrill Lynch, Pierce, Fenner & Smith Inc. / Barclays Capital Inc. / Credit Suisse Securities (USA) LLC / Jefferies LLC / Morgan Stanley & Co. LLC / UBS Securities LLC / BB&T Capital Markets, a
WAYNE FARMS, INC. S-1 Citigroup Global Markets Inc. J.P. Morgan Securities LLC. BMO Capital Markets Corp.
EAGLE POINT CREDIT CO INC. N-2 Deutsche Bank Securities Inc. Keefe, Bruyette & Woods, Inc. ~
SERVICEMASTER GLOBAL HOLDINGS INC S-1 J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. / Morgan Stanley & Co. LLC
COMMERCIAL CREDIT, INC. S-1 J.P. Morgan Securities LLC Keefe, Bruyette & Woods, Inc. ~
CERULEAN PHARMA INC. S-1 Leerink Partners LLC Barclays Capital Inc. Canaccord Genuity Inc. / JMP Securities LLC / Wedbush Securities Inc.
APIGEE CORP S-1 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Credit Suisse Securities (USA) LLC / Pacific Crest Securities LLC / JMP Securities LLC / Nomura Securities International, Inc.
BIODEL INC S-1 William Blair & Company, L.L.C. Ladenburg Thalmann & Co. Inc. Roth Capital Partners, LLC

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

Have a great week.

“Your CEO has a face for audio webcasting” or…

“…how we finally got video for annual reports right for investor relations.” 

Creating (and selling) a “video annual report” to a public company has been, for the most part, a fool’s errand. I been trying since 2000. However, to be clear… the “fool’s” part is not video.

A bad talking head video.

A bad talking head video.

People expect video online now. It’s become a key component of “content marketing” and companies that are not integrating video into their corporate communications plan can be marginalized by their competitors and, more importantly, by their investors, customers and stakeholder’s appetite for video communications.

Video is engaging and a “quick hit” to emphasize material investor points. It utilizes the best attributes of the web: movement, color, sound and easy distribution.

I don’t need to sell anyone on the value of online video. A January 2015 report from comScore ($SCOR), the leading digital measurement organization, stated that 194.8 million Americans watched online content videos via desktop computer in January 2015. We all watch video online now.

Woot! So let’s make one…

VIDEO ANNUAL REPORT PRODUCTION TASKS (PAINFUL):

  • Creative and strategy meeting(s)
  • Video production house RFP and selection process
  • Scripting and visual storyboard (…with edits, re-writes and approval process)
  • Location(s) selection
  • Camera & lighting crew and staging
  • Video shoot scheduling
  • Video shoot(s)
  • Post-production (…with edits and approval process)
  • Start-to-finish production window of three – four months

As you can see, it’s rather complex. But frankly, the above tasks are not the problem: this is normal professional video planning.

So… where is the fool’s errand? It’s thinking (marketing) that a video annual report “…will allow your CEO to look your investors in-the-eye when delivering your company’s vision.” While that statement may have had the best intention, executing that video strategy is a herculean task for an investor relations department.

The actual sand in the Vaseline is your CEO.

Can your CEO present well on a video? Most cannot – and this is not a required CEO skill, nor is it associated with how well they communicate with analysts, investors, employees or the media. To be precise, I am specially referring to plopping your CEO in front of a camera to read the Shareholder Letter (or a condensed version) off of a teleprompter “talking head” style. That is the most boring, stiff, unnatural and uninteresting use of video. It’s very awkward for anyone to do well except perhaps a news anchor – and no one is looking at anyone in-the-eye. Also, good luck scheduling the hours needed with your CEO. 

Don’t bother. Move on. We have.

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

Introducing the Animated Annual Report: a dynamic video representation of your annual report, created from your already-approved document.

Please view an Animated Annual Report example here, now.

By removing your CEO from the video equation, you’ve radically lightened the complexity of the project and will quickly accomplish the goal: make an engaging video of your material messaging.

ANIMATED ANNUAL REPORT PRODUCTION TASKS (EASY):

  • Send Vintage your annual report PDF and any photographs used in the annual report
  • Vintage and our in-house video team (MultiVu) creates script and visual storyboard from approved annual report
  • IRO comments, edits and approves
  • Animated annual report produced and draft version rendered
  • IRO comments, edits and approves
  • Animated annual report produced and final version created
  • Ta-da!
280X

A good talking head video

This is all executed at a fraction of the cost for a talking head video – and produced in under a month, if your edits and approvals flow smoothly.

Bottomline: Investor relations is all about setting and meeting street expectations. Don’t set video expectations that your CEO can be David Muir or Katie Couric.

The Animated Video Report is one point in “The Annual Report Journey.”

Vintage Introduces the “Annual Report Journey:” Forms Partnership with Design Stalwart Curran & Connors

Strategy, design, printing, websites, distribution and animation combine into cohesive 365 program to nurture corporate transparency and investor engagement 

NEW YORK, March 18, 2015 /PRNewswire/ — Vintage, the capital markets, corporate services and institutional & fund services division of PR Newswire, is pleased to announce their 2015 partnership with Curran & Connors, renowned for their strategies and design of annual reports and proxy materials.

This partnership paves the first step in Vintage’s new “Annual Report Journey,” a true, multimedia program that maximizes the story-telling value, and an issuers’ effort, of their annual report.

VINTAGE_AR_journey

Click image to enlarge

Working from the initial annual report’s messaging strategy, the journey matches the investor audience’s preference for how they want to receive material information from a public company.

The Annual Report Journey:

  • Strategy and concept
  • Design, typesetting and graphic production
  • 10-K filing with the Securities Exchange Commission
  • Hardcopy financial printing with 10-K
  • Conversation into Interactive Annual Report for browser and tablet reading
  • Conversation into Animated Annual Report, a 90-second video summary for IR website, analyst introductions and investor conferences (view video example)
  • Newswire announcement of materials

“As a stand-alone document, the annual report took an unintentional wrong turn in 2009 with the Securities Exchange Commission’s (SEC) adoption of the Notice & Access for delivering shareholder meeting materials,” said Liam Power, President of Vintage. “The SEC’s intent was to streamline communications, establish an eproxy process and eliminate wasteful printing. Unfortunately, many issuers inadvertently deleted the strategic messaging value of this coveted communication.” 

Please click here to request printed samples and view an animated annual report.

Vintage’s and PR Newswire’s ongoing study, “How Investors Consume Content,” has found that 83% of investors read the annual reports of the companies they hold and, furthermore, 47% of investors prefer printed annual reports with 40% preferring online versions.

“Looking at the annual report as a communications journey, Vintage has taken into account all the different avenues that investors travel while clearly identifying that the strategy and concept, Curran & Connors’ expertise, is the starting point,” said Mike Berman, CCO at Curran & Connors. “Rebuilding the annual report as a 365 messaging platform – with new, easy to execute technologies, is extremely smart and will fit well within the existing annual report budget of most companies,” concluded Berman.

Mirroring the success Vintage is demonstrating with their unique XBRL program fleXBRL, the Annual Report Journey drives Vintage’s intelligent value conversation into investor relations departments.

“More than previous years, our discussions with prospects revolve around a strategic re-balancing of their budgets. Specially, we’re helping clients switch their spend from excessively priced SEC compliance services and then reallocate those savings into activities that will benefit growth,” said Power. “Over-spending on a 10-K file does not make you more compliant, however spending more on shareholder communications will help you reach more investors.” 

Please click here to view The Perfect Annual Report.

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About Vintage

Vintage, a PR Newswire division, is a top-three provider of full-service regulatory compliance and shareholder communications services, delivered across our three practice areas: Capital Markets, Corporate Services and Institutional & Fund Services. Founded in 2002 and acquired by PR Newswire in 2007, Vintage has evolved to become the industry’s intelligent value choice. We deliver a flexible balance of people, facilities and technology to ensure that regulatory compliance and shareholder communications processes are efficient, transparent and painless. Services include IPO registrations, transactions, virtual data rooms, EDGAR & XBRL filing, typesetting, financial printing and investor relations websites.

About Curran & Connors, Inc.

Curran & Connors helps solve the corporate communications, branding and interactive challenges our clients face every day through our unified approach of integrated brand management. This proven method combines award-winning design talent and unrivaled project management service to streamline the creative process and deliver a lower total cost of ownership for our clients.

Best known for market leadership in corporate reporting, notably annual and corporate sustainability reports over our first 50 years in business, Curran & Connors’ pedigree in the highest stakes forms of brand communications makes us uniquely qualified to superbly and cost-effectively deliver targeted communications materials that are delivered on time and within budget. Our strategically integrated approach—fortifying and enhancing a company’s brand, coupled with our proven ability to succeed in high-pressure situations defined by a multilayered decision-making process—makes us the go-to firm for many of the world’s leading brands.

Media Contact:
Bradley H. Smith
Director of Marketing, IR and Compliance Services
PR Newswire & Vintage Filings
+1 201.942.7157

bradley.smith@prnewswire.com