Annual General Meeting & Proxy: Developing a Game Plan

February 27, 2019 9:46 am Published by
Days, weeks, months — planning your annual proxy meeting takes a lot of time and effort, as it should. It’s a once-a-year opportunity to communicate and engage with your valued stockholders. But, sometimes, it doesn’t come easy. (Frustration and headaches, anyone?) Here’s the first in a blog series with Issuer Direct’s three recommended steps for annual meeting and proxy.

Step 1. Planning

When beginning to plan, it’s important to break it down into five areas.
First, consider who will be involved in the meeting and who will attend the meeting. Divide these groups into two categories: Strategy & Planning and Execution.
These two categories will be important in ensuring you have the correct information and also keep the meeting on track and convey your specific message to shareholders.
Second, determine the goal of the meeting. It could be anything from trying to increase shareholder satisfaction to talking about a recent merger. Either way, it’s necessary to have an understanding about what the message should be before putting together the call or presentation.
Third, follow best practices. Create a calendar, allow for extra time in case things don’t go as planned, and use the SEC and Exchange requirement dates as a backbone and schedule document and BOD dates around these.
Fourth, it’s meeting time. Stick to the script to reduce the inherent stress as much as possible. Keep it simple and keep discussions to a minimum. Circulate advanced copies of the script before the meeting and have a plan of action for anything that could come up during the meeting, including unruly attendees.
If you have any management presentations, prepare to present them after the formal meeting with your shareholders.
Fifth, have your proposals ready; there are a few options.

  • Quorum: Check the bylaws, but it’s usually 50.1 percent of the issued.
  • Plurality: This is the normal director vote and consists of who has the most votes to win.
  • Simple Majority: 50.1 percent of the issued must vote in favor of the pass.
  • Majority of shares in attendance: 50.1 percent of the voted shares.

Have any questions about the annual meeting process? Reach out to an Issuer Direct expert.
Stay tuned for the second blog in our annual proxy meeting series:
Step 2. Distribution