Notice & Access (eProxy) on your IR website

The SEC’s Notice & Access for Delivering Shareholder Meeting Materials provides corporate issuers two options for distributing shareholder meeting materials to shareholders: online delivery or hardcopy mailings.

Investor relations website best practices

This rule provides issuers with the opportunity to use the web to reduce costs associated with the shareholder meeting process. When initially released in 2007, within the first couple years following, proxy voting had a dramatic drop in retail investor votes – mostly contributed to poor communications. Going into the fifth year, most all investors now understand the process.

Send out the “Notice”

Rather than automatically mailing all shareholders printed Annual Shareholder Meeting materials, a single, lighter weight “Notice” is mailed.

“Dear shareholder, we invite you to receive and review online our annual report, our proxy material as well as vote online or – just call us to continue receiving printed materials as you have in the past.”

This Notice of the Annual Meeting and availability of the Annual Report and Proxy Materials must be mailed at least 40 calendar days before the meeting date. The SEC has specific vocabulary for these Notices on the SEC website – the issuers inside council / shareholder services team should get this directly from the SEC website.

The Notice may provide each individual shareholder with their unique control number by which they can log on to the Notice & Access website containing the meeting materials, have access to vote and ability to request hardcopies. This password protected portal cannot employ any tracking cookies that identify shareholder. Shareholders are guaranteed complete anonymity.

From the SEC: 

An issuer must maintain the Internet Web site on which it posts its proxy materials in a manner that does not infringe on the anonymity of a person accessing that Web site. Under the rule, a company must refrain from installing cookies and other tracking features on the Web site on which the proxy materials are posted. However, the rule does not require the company to turn off the Web site’s connection log, which automatically tracks numerical IP addresses that connect to that Web site. Although in most cases, this IP address does not provide companies with sufficient information to identify the accessing shareholder, companies may not use these numbers to attempt to find out more information about persons accessing the Web site.

The Notice also must include a toll-free number for shareholders to call to request hardcopies if they elect not to view online. When a shareholder does make a “please mail me” hardcopy request, it must be fulfilled within three days of receipt of the request. A shareholder preference for electronic or hardcopy is applied to all future Proxy communications unless the shareholder specifically states that their preference is for that one Proxy (Annual Meeting) only. 

IR Fundamentals

The IR website can be used to mitigate any risk from shareholders not receiving and reviewing the correct proxy materials – whether online or hardcopy – and subsequently, the issuer not having auditable records of shareholder delivery preferences which could be essential in proxy voting disputes.

This risk stems from the unavoidable reality of, during the window of time surrounding the annual meeting and proxy solicitation, issuers can have TWO separate hardcopy “mail fulfillment” solutions and three separate “online documents” of their annual report (10-k) and their proxy.

During the proxy solicitation period, as well as year round if the issuer wishes – investor relations must make all efforts to direct Registered Shareholders and Beneficial Shareholders to the enrollment / proxy material / voting process “portals” and not to your IR Room’s “standard” mail fulfillment request page or online documents. 

Suggested actions

Issuers should engage their current provider of annual proxy materials to Registered and Beneficial Shareholders. These providers will have tightly monitored and auditable fulfillment “engines” tied directly to anonymous shareholder opt-in lists as well as the voting process.

To facilitate voting participation from the IR Room, issuers can create a distinct “Annual Report and Proxy” page.

Below is possible text. 

======================================================

Sign Up for Online Delivery of Annual Shareholder Materials 

Receive future distributions of our Annual Reports and Proxy Statements by electronic delivery, which offers the following benefits

  • Immediate availability
  • Integrated, anonymous online viewing and voting
  • Ability to opt-in or opt-out at any time
  • Better for the environment
  • Reduced expenses for the Company 

What type of shareholder are you? 

Please select Registered Shareholder or Beneficial Shareholder below. This will assure you are sent the correct shareholder materials and allow you to register for automatic delivery of future materials.

A.) You are a Registered Shareholder if you have your stock certificate in your possession. If you own shares in your own name – please click here: (insert that link)

B.) You are a Beneficial Shareholder if you maintain your position in the Company within a brokerage account. If you hold your shares through a broker or other third party – please click here: (insert that link)

If you are not a shareholder – you may view the documents here: (insert link to standard request document page)

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OUR SERVICES that relate to this topic: IR Room, XBRL with 10-K and proxy Edgar filing, comprehensive printing of hardcopy materials.

Have a great day.

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