Meeting Notes

Is IR the “NEW” Secret Weapon in Proxy Solicitation?

Summary of the Presentation at the Cincinnati NIRI Chapter Meeting on November 7, 2012

The Cincinnati Tri-State Chapter of NIRI held its first meeting of the season on November 7, 2012. Rhonda L. Brauer, Senior Managing Director – Corporate Governance at Georgeson discussed the expanding role of the investor relations team in the now year-round effort to engage with shareholders on governance topics and shaping messages to address those issues. Below are several key points from Rhonda’s excellent presentation.

  • Utilize the proxy and the website that houses the proxy materials to tell the company’s “story”. Sources of feedback on the “story” include: past voting results, proxy advisory firm reports, engagement with investors in your stock and anticipated shareholder vote items or related disclosures for the next proxy statement.
  • View the proxy as if it were a “sales” document that summarizes important points up front and includes helpful charts and graphs.
  • Engaging significant shareholders provides an opportunity for you to hear their concerns or suggestions for clarifying proxy disclosures. Company boards and management need to understand shareholder corporate governance guidelines and voting practices. Consider providing access to a board member, as necessary.
  • Consider Say-on-Pay (SOP) advance preparation, including purchasing proxy advisory firm analytics to help draft the message and contacting them to correct factual inaccuracies. Rhonda’s presentation included many other practical suggestions to address SOP issues.
  • Besides SOP, other “hot” governance topics include proxy access, corporate political accountability and independence of a board chairperson.

(Click here to view Rhonda’s slide presentation in its entirety, including her contact information.)