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For responses to this report's invitation of comments, see

June 7, 2010 Comments of Lynn E. Turner

June 10, 2010 Comments of Patrick G. Quick

See also

June 10, 2010 Forum Report:

Comments on Reg FD Application, Resolving One of Questions



Forum Report: Electronic Participation in Shareholder Meetings

Confusion about Reg FD Application to "Governance" Information

Last week's distribution of an article about board communications with investors has stimulated Forum participant interest in resolving confusion about the application of SEC Regulation FD (Fair Disclosure) to information about corporate "governance" matters.

The competing positions may be summarized as follows:

  1. As reported in that article, some professionals and corporate managers believe that FD restricts what can be reported by a company's representatives, including members of its board, but that the regulation does not apply to information about such things as executive compensation that can be considered "governance" matters.
  2. Others consider the article's reported views to be unsupported by the actual SEC rule and its clearly stated purpose "to promote the full and fair disclosure of information by issuers." They interpret FD as requiring rather than restricting the open reporting of information, and as being applicable equally to "governance" or any other matters that might be considered relevant to investor decisions.

Your comments on these or any other views of FD applications will be appreciated to give us a full understanding of the questions and issues to be considered. We will also be inviting the individuals quoted in the article as well as others with recognized expertise to offer explanations of their positions for your review. Depending on what we learn, and on what you want to know, we will then try to find an appropriate means of resolving any significant differences.

Participants in the Forum's current program for E-Meetings should understand that the application of FD is not only critical to the development of investor communications associated with annual meetings, but that FD also has a broader importance to many Forum participants – including particularly those who had been actively involved in our program supporting the regulation's adoption ten years ago. Resolving any confusion about FD applications is therefore a high priority for us, and will be given the attention it requires.

GL – June 7, 2010


Gary Lutin

Chairman, The Shareholder Forum

c/o Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335





This Forum program is open, free of charge, to anyone concerned with investor interests in the development of standards for conducting shareholder meetings with electronic participation. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The organization of this Forum program was encouraged by Walden Asset Management, and is proceeding with the invited leadership support of Broadridge Financial Solutions, Inc. and Intel Corporation to address issues relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.