SEC Support

of

New Communication Processes

SEC Rules

Reports

Legal Views

SEC Rules

• January 18, 2008 Securities and Exchange Commission Release No. 34-57172: Electronic Shareholder Forums (35 pages, 723 KB, in PDF format)

Reports

• December 30, 2011, Mary L. Schapiro of the U.S. Securities and Exchange Commission posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Say on Pay Leading to Better Communication About Compensation"

• First Quarter 2011, Directors & Boards: cover story, "Fixing the Annual Meeting"

• December 23, 2010 Securities Technology Monitor: "SEC Shouldn’t Mandate Social Media: The Shareholder Forum"

• December 20, 2010 Forum Report: Response to Proposed SEC Rule Requiring "Forum" Communications

• December 8, 2010 Securities Technology Monitor: "Broadridge to SEC: Mandate Use of Social Media"

• November 22, 2010, Society of Corporate Secretaries and Governance Professionals, report of membership survey presented to the U.S. Securities and Exchange Commission: "Society Concept Release Survey" (14 pages, 127 KB, in PDF format); see also November 22, 2010, Society of Corporate Secretaries and Governance Professionals, letter to the U.S. Securities and Exchange Commission, Re: Concept Release on the U.S. Proxy System, File No. S7-14-10 Regarding Accuracy, Transparency, and Efficiency of the Voting Process (Section III.) (32 pages, 698 KB, in PDF format)

• November 16, 2010, Securities Transfer Association: "Comment letters on proxy reform show strong support for change" (9 pages, 589 KB, in PDF format)

• November 5, 2010, Broadridge Financial Solutions, Inc., as presented to the U.S. Securities and Exchange Commission: "Discussion of Investor Participation"  (12 slides, 1,508 KB, PowerPoint format); see also November 8, 2010 U.S. Securities and Exchange Commission: Memorandum re: "Meeting with Representatives of Broadridge Financial Solutions, Inc." (including scanned copies of "Discussion of Investor Participation" and other presentations) (31 pages, 1,350 KB, in PDF format), or download full record from SEC web site for Comments on Concept Release on the U.S. Proxy System, 234 pages, 17,640 KB, in PDF format)

• October 20, 2010 Forum Report: Responding to Investor Information Requirements

• October 19, 2010  U.S. Securities and Exchange Commission, speech by Chairman Mary L. Shapiro: Remarks at the NACD Annual Corporate Governance Conference, Washington, D.C.

• October 14, 2010 Forum Report: SEC Invitation of Comments on Proxy System Reform

• August 30, 2010 Agenda: "What’s to Fear in Proxy Access?"

• July 17, 2010 Wall Street Journal: "For Investors, Shaking Up Is Hard to Do"

• March 9, 2010 Corporate Secretary: "Prudential offers gifts to boost proxy vote"

• March 6, 2010 New York Times: "Voting Your Shares May Start to Matter"

• March 3, 2010 IR Magazine: "IR Society webinar emphasizes getting the vote out"

• March 3, 2010 IR Magazine: "Poor take-up of electronic voting [among German companies] | But DIRK survey shows IROs’ overall mood improving"

• February 2010 Corporate Secretary: "Where will 452 lead N&A?"

• January 25, 2010 Agenda: "Could Traditional Annual Meetings Go On-line Only?"

• January 25, 2010 Corporate Secretary: "Intel scraps online-only annual meeting | Investor outcry forces chip giant to rethink plans"

• January 15, 2010 Forum Report: Example of the "Proxy Plumbing" Problem; see also

  • January 17, 2010 Forum Report: Responses to Example of the "Proxy Plumbing" Problem

  • February 19, 2010 Harvard Law School Forum on Corporate Governance and Financial Regulation: "Delaware Court of Chancery Addresses Proxy Contest Mechanics and Vote Buying"

  • March 15, 2010 Forum Report: Requirements of Proving Stock Ownership Rights

  • October 18, 2011 U.S. Securities and Exchange Commission, Division of Corporation Finance Staff Legal Bulletin No. 14F (CF): "Shareholder Proposals"

• December 14, 2009 Forum Report: Survey of Investor Voting Criteria for Compensation Issues

• December 2009 IR Magazine: "Conversation starter"

• November 19, 2009 U.S. Securities and Exchange Commission press release: "SEC Names Senior Officials to Investor Education and Advocacy Efforts"

• November 1, 2009 New York Times: "When Shareholders Crack the Whip"

• September 10, 2009 TheCorporateCounsel.net: "The Return of Virtual-Only Shareholder Meetings? Herman Miller's Third Year in a Row"

• July 8, 2009 Forum Report: Defining the New Rules for Shareholder Communication

• May 27, 2009 Broadridge Financial Solutions, Inc., press release: "CalSTRS Turns to Broadridge for Electronic Voting Proxy Services"

• May 24, 2009 New York Times: "Elect a Dissident, and You May Win a Prize"

• April 27, 2009 Wall Street Journal: "Corporate Blogs and 'Tweets' Must Keep SEC in Mind"

• April 9, 2009 Investor Relations Magazine: "Intel to hold virtual get-togethers for shareholders"

• January 14, 2009 Investor Relations Magazine: "Broadridge competitor slashes fees"

• December 5, 2008 Investor Relations Magazine: "Even major investors wary of 'say on pay' legislation | Pros may not outweigh cons, forum participants say"

• August 21, 2008 Investor Relations Magazine: "Broadridge plans shareholder e-forum"

• May 16, 2008 Reuters: "Companies shrug off shareholder e-forum idea"

• April 2008 Corporate Secretary: "The lost art of communication"

• February 15, 2008 Investor Relations Magazine: "Broadridge gets clients to open up about e-proxy experience"; see also reports:

  • April 2008, Broadridge Financial Solutions, Inc.: "Notice and Access: A Statistical Overview of Use with Beneficial Shareholders, as of Feb 29, 2008" (6 pages, 273 KB in PDF format)

  • February 2008, Broadridge Financial Solutions, Inc.: "A Frank Discussion on Notice & Access" (6 pages, 115 KB in PDF format)

• February 2008 Investor Relations Magazine: "The hunt is on"

• February 2008, Directors & Boards E-Briefing: "Who Knows Best?"

• January 22, 2008 Forum Report: SEC Rules Encouraging Shareholder Forum Programs

• January 15, 2008 Compliance Week: "Shareholder e-Forums: Useful Tool or Pitfall?"

• November 29, 2007 TheCorporateCounsel.net: "SEC Adopts Rules to Facilitate Shareholder E-Forums"

• November 28, 2007 Forum Report: New SEC Rules for “Electronic Shareholder Forums”

Legal Views

• June 11, 2010, Securities Industry and Financial Markets Association (SIFMA): "SIFMA Supports Prudent and Balanced Enhancements to Current Shareholder Communications System;" see also full report: June 10, 2010, Securities Industry and Financial Markets Association (SIFMA), report by the SIFMA Proxy Working Group prepared with the assistance of Frank G. Zarb, Jr. of Katten Muchin Rosenman LLP: "Report on the Shareholder Communications Process with Street Name Holders, and the NOBO-OBO Mechanism" (28 pages, 169 KB, in PDF format)

• February 14, 2010, Frank G. Zarb, Jr., and John Endean in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Restoring Balance in Proxy Voting: The Case For 'Client Directed Voting'"; see also

  • February 15, 2010, James McRitchie in CorpGove.net: "CDV vs FAVE: More Proxy Voting Options"

  • March 5, 2010, John Wilcox in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Fixing the Problems with Client Directed Voting," with responsive comments of Messrs. Zarb and Endean

• Katten Muchin Rosenman LLP, January 21, 2010 Q&A: "Communicating with Retail Shareholders: How Much Can an Issuer Say Outside the Proxy Materials?" (4 pages, 135 KB, in PDF format); see also Katten Muchin Rosenman LLP, January 4, 2010 Q&A: "Frequently Asked Questions Regarding the SEC’s NOBO-OBO Rules and Companies’ Ability to Communicate with Retail Shareholders" (4 pages, 169 KB, in PDF format)

• Shareholder Communications Coalition, August 4, 2009 letter to Securities and Exchange Commission with discussion draft: "Public Company Proxy Voting: Empowering Individual Investors and Encouraging Open Shareholder Communications" (9 pages, 463 KB, in PDF format); see also

  • Computershare, May 3, 2010 slide presentation of "the operational aspects of the recommendations" made by the Shareholder Communications Coalition: "Proxy Mechanics | Discussion Paper: Comparison of Existing and Proposed Market Mechanics" (33 pages, 1,165 KB, in PDF format)

  • Shareholder Communications Coalition, August 16, 2010 slide presentation: "Proxy Voting and Communications | Discussion Paper: Comparison of Existing and Proposed Market Mechanics" (31 pages, 1,930 KB, in PDF format)

• Cary I. Klafter, Intel Corporation and The Society of Corporate Secretaries & Governance Professionals, May 4, 2009 interview in The Metropolitan Corporate Counsel: "Systemic Defects In Proxy Voting Machinery Undermine Good Corporate Governance"

• Dechert LLP, February 1, 2008 Special Alert: "SEC Amends Rules to Facilitate Use of Electronic Shareholder Forums" (3 pages, 97 KB, in PDF format)

• Alston & Bird LLP, January 29, 2008 Securities Law Advisory: "SEC Releases Final Rules on Electronic Shareholder Forums" (4 pages, 330 KB, in PDF format)

• Latham & Watkins LLP, January 29, 2008 Corporate Governance Commentary: "A Practitioner’s Guide To Electronic Shareholder Forums" (9 pages, 71 KB, in PDF format)

• Jeffrey N. Gordon, Alfred W. Bressler Professor of Law, Columbia Law School, abstract and January 15, 2008 draft: "Proxy Contests in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and Focus on E-Proxy"