Category Archives: IR Fundamentals

How investor relations websites have changed in eleven years: introduction

When I first published the Best Practices In Shareholder Communications (originally titled Trust & Transparency) in 2003, the investor relations industry was less than a year from the passing of Sarbanes-Oxley and under three years post RegFD. “Transparency,” once a shareholder communications ideology, had become law – and that made investor relations websites very important.

This was why the Best Practices guide was created and over 18,000 copies printed and distributed.

I pulled my coveted first edition off my shelf to see how investor relations websites have changed in eleven years. Overall, not that much has changed, regardless of the SEC’s 2008’s “web disclosure and eproxy” guidance and 2013’s “social media” guidance. Let’s go through this together over a few IR Room Fundamentals blog posts.

Firstly, in 2003, the web was not as mature as it is today:

  • Online stock information was not as ubiquitous as it is today – the WSJ still printed “stock prices”
  • Yahoo chat boards were the only heavily trafficked “social media” location
  • Broadband was a luxury, not du rigor
  • Cell phones were still quite dumb
  • There was no “social media”
  • It was five SEC Chairmen ago

What has not changed – nor will it ever – are the core financial tangibles that drive investors, both institutional and individual. That’s what investor relations websites first set out to deliver.

What has changed, much of it bypassing IR, is the realization of the power that content has online. It fuels the web. PR and marketing teams have excelled at this. Titled “content marketing” and “though-leadership,” it’s the very core of product and company differentiation via telling intangible corporate stories. Unfortunately, the risk of RegFD and the predatory nature of The Street is still a shackling element for many IR departments. The depth and amount of “stories” have not changed much in eleven years.

Regardless, the investor relations website plays an essential role in delivering intangibles, if not in exact content, but in tone and, of course, its demonstration of transparency.

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Investor Relations Home Page: 2003 best practices

Create a strong first impression for investors by offering easy access to up-to-date information. Enable visitors to obtain important information quickly so they can make intelligent investment decisions.

Investor relations website best practices

Make sure the design of the IR website is visually branded with the corporate site. Navigation and visual continuity should match the new look of the corporate site. Use a “vanity” URL for a seamless online brand experience

  • Make it easy for shareholders to find what they’re looking for. Organize information and website navigation in several categories relevant to investors.
  • Display current, automatically updated information such as stock quotes, recent press releases, upcoming events, contact information and downloads.
  • Include a brief mission statement or company profile, outlining your commitment to customers, partners, and investors.
  • For easy updating, use color and stylesheets for design elements, rather than graphics.

Investor Relations Home Page: 2014 best practices

Everything from 2003 remains appropriate for 2014.

NEW IR ROOM FUNDAMENTAL: Our “How Investors Consume Investor Relations Content” study reports that “Investor Presentations” are the most popular content on your IR site.

  • A new recommendation is to clearly showcase the most recent webcast / slide presentations directly on the IR homepage. Don’t make investors hunt for this coveted content.

We will follow-up with more 2003 – 2014 comparisons.

Request our complete investor study here. 

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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. 

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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.

When to file an 8-K: a brief refresher

Working with a newly listed company brought up a discussion of when/why to file an 8-K. Although sometimes what is “material” may seem grey, some corporate events are clear.  8-K filings are not an expensive file – better safe than sorry.

All your 8-K filings will be posted within your IR Room (investor relations website).

Investor relations website best practices

8-K trigger events include:

  • Entering into materially amending or terminating a material contract 
  • Material acquisitions or dispositions 
  • The disclosure of quarterly or annual financial results 
  • Material financing arrangements 
  • The acceleration of material financing obligations 
  • Material exit or disposal activities 
  • Delisting or noncompliance with a listing rule 
  • Unregistered sales of the company’s equity securities 
  • A change in accountants 
  • A determination that the company’s previously issued financial statements should no longer be relied upon 
  • Changes in the board of directors 
  • The appointment, retirement, resignation or termination of certain executive officers, or the entry into or amendment of a material compensatory arrangement with such officers
  • Charter and bylaw amendments 
  • Amendments to or waivers of the company’s code of ethics 
  • Voting results of shareholders’ meetings 

With some exceptions, reports on Form 8-K are generally required to be filed with or furnished to the SEC within four business days after the occurrence of the event to be disclosed.

An 8-K is also your first line of RegFD defence should a non-public material disclosure wardrobe malfunction (slip) happen. Regulation FD defines the outer boundary for “prompt disclosure” to mean as soon as reasonably practical, but within 24 hours or by the start of the next day’s trading on the NYSE, regardless of where or whether the company’s stock is traded.

RegFD slips are VERY rare. You guys are pretty much on the ball!

Have a great day.

IR Room Fundamentals: Investor relations websites need a vanity URL for better marketing

Part of the transition of older, former-Thomson IR websites to our IR Room MST platform includes the creation of a custom, vanity URL. What is a vanity URL? It’s a web address that is branded for marketing purposes and clearer communications.

Below are URLs to the IR website homepage of two NYSE companies. Simply, which is better for distribution and communications?

URLs

Why a vanity URL is an IR Room Fundamental:

Investor relations website best practices

  • Better communications within your press releases. You will drive investors directly onto your IR Room homepage rather than forcing people to first navigate through your corporate website or publish a gangly, unidentified and unbranded URL string.
  • Cleaner communications within email ~ especially within text-based email… as well as forwarded emails which often strips away embedded links and displays the long, non-branded URL.
  • Concise and exact link for your email signature.
  • More directive and memorable “closer” in PowerPoint presentations ~ “thank you for your time today. Please visit <Vanity URL> for more information.”
  • You can print it on your handouts at investor conferences and analysts can easily type it.
  • You can tell people verbally.

There have been discussions whether a vanity URL is better for “building trust.” It would be hard to qualify that statement other than it I doubt it would build “shareholder confidence” but it the context of phishing and fraud websites, it would intuitively build “browser-holder confidence.”

IR Room Fundamentals view a well-managed investor relations website to be balance of corporate transparency and brand marketing.

Want to learn more about investors’ online behavior? Download our Shareholder Confidence 365 study HERE.

Download our IR Room solution brochure HERE.

Have a great day.

IR Room Fundamentals: Are investor relations websites required by the SEC?

There is no SEC regulation that requires a public company to have an investor relations micro-site (IR website) however most all issuers have an IR website and savvy investors expect to find one. 2013’s Shareholder Confidence 365 study reports that only 27% of investors said they would invest in a company that does not have an IR website.

Investor relations website best practicesWhat is required:

Sarbanes-Oxley requires that issuers post Section 16 (forms 3, 3/A, 4, 4/A, 5, 5/A ~ insider trades) to their IR website or corporate website by the end of the next business day. Section 16 files must be sortable from other SEC files. Companies can link off to the SEC.gov website for this sub-set, however IR Room Fundamentals direct that this not done as it interrupts the investor’s experience.

Sarbanes-Oxley also requires specific corporate governance documents be accessible to investors on an issuers’ IR website or corporate website. IR Room Fundamentals direct a well-defined “corporate governance sub-section” for these disclosures: audit committee charter, compensation committee charter, code of conduct, code of ethics and the identification of the audit committee’s financial expert.

Regulation G of the Sarbanes-Oxley Act defines disclosure rules regarding GAAP (Generally Accepted Accounting Principles) and non-GAAP financials. The regulation specifies that companies reconcile the non-GAAP financial measure to the most directly comparable GAAP measure in SEC files, press releases as well as audio (webcast) recordings on your IR website. The disclosure must also include the reasons why the non-GAAP information is useful to investors.

The SEC’s Notice of the Annual Meeting and Availability of the Annual Report and Proxy Materials (Notice & Access) requires that issuers post proxy and supporting materials – letter to shareholders, annual report and annual shareholder meeting invitation - on their IR website or corporate website. Issuers cannot link off to the SEC.gov website and the proxy materials must be posted “in a manner that does not infringe on the anonymity of a person” – which means no personal-data based cookies. IR Room Fundamentals direct that the investor relations website clearly guides a shareowner to the appropriate proxy voting portal, depending on their status as a Registered Shareholder or Beneficial Shareholder.

And finally, all issuers must post their 10-K and 10-Q XBRL files and accompanying instance documents to their IR website or corporate website. Issuers cannot link off to the SEC.gov website for this.

IR Room Fundamentals view a well-managed investor relations website to be balance of corporate transparency and brand marketing. 

Want to learn more about investors’ online behavior? Download our Shareholder Confidence 365 study HERE.

Download our IR Room solution brochure HERE.

Have a great day.