Summary of the Presentation at the Cincinnati NIRI Chapter Meeting on October 13, 2010
WHAT AN INVESTOR RELATIONS PROFESSIONAL NEEDS TO KNOW:
PREPARING FOR THE 2011 PROXY SEASON
The Cincinnati Tri-State Chapter of NIRI held its first meeting of the season on October 13, 2010. John Siemann of Phoenix Advisory Partners delivered an excellent presentation focusing on what an IR professional need to know in preparation for the 2011 proxy season. Below are several key points from the presentation.
- General trends include a continued “push” from activist shareholders plus the most regulatory change experienced in many years, drawing Investor Relations Officers increasingly into the corporate governance/annual meeting process. >
- A growing theme among institutional shareholders is increasing Board of Directors accountability. IRO’s can help explain the “whys” of a company’s governance practices beyond the basic requirements of the proxy statement.
- There were several reasons for waning shareholder activism during 2010, but shareholder activism is not dead. Activists’ new weapon of choice is “Director Withhold” in the shareholder voting process. Directors with 20% or higher withholds can expect increasing scrutiny in future elections.
- Say-on-Pay requirements from the Dodd-Frank legislation have a big impact on 2011 shareholder voting, and companies need to prepare.
- Although proposed proxy access legislation has been delayed, there are several ways companies should be preparing for eventual changes, including IRO engagement with proxy voters for their company’s largest institutional owners.
A copy of John’s slide presentation is available at this link.