The Shareholder ForumTM

Electronic Participation in Shareholder Meetings

Forum Home Page [see Broadridge note below]

"E-Meetings" Home Page

"E-Meetings" Program Reference

 

Public Interest Program

Forum Summary

Electronic Participation

in

Shareholder Meetings

April 6, 2010

The purpose of this public interest Forum program is to develop marketplace standards for the fair and orderly conduct of shareholder meetings that allow electronic participation.

There appears to be widespread corporate and investor appreciation of the opportunities presented by electronic communication technologies to reduce costs and, more importantly, attract broader participation in the shareholder meeting process. Concerns have been raised, though, that “virtual” meetings could be conducted in ways that eliminate the effective communications of properly conducted physical meetings.[1]

Considering the global economic importance of the protocols to be defined, the Forum program has been organized to assure a publicly open process for establishing informed consensus support of key marketplace constituencies:

Review of exemplary meetings – from April to June 2010, report observations of shareholder meetings that test electronic communications as well as some traditional meetings that present relevant issues

Weekly reports – summaries of program developments, exemplary shareholder meetings, relevant news articles, and views of program participants; to be distributed Fridays and posted on the web site for archive reference

Proposals of standards for consideration – presentation of proposed standards developed by members of the Program Panel, invited experts and other interested Forum participants

Open meeting – publicly open exchange of Forum participant views relating to proposed standards, and a test of the applicable electronic communications processes; to be scheduled for late June or July after observing 2010 shareholder meetings

Report of consensus standards – final report of consensus standards established by Forum participants and a summary of any significant views not supported by apparent consensus, as approved by the Program Panel and with any comments submitted by its individual members

The initiation of this program was encouraged by Walden Asset Management, which had voiced the concerns about “virtual” meetings shared by many investors. Both Intel Corporation, which has pioneered electronic participation in its annual meetings, and Broadridge Financial Solutions, Inc., which provides facilitating communications technology, have responded with commitments of leadership support for the program. Representatives of each of the three organizations have been invited to serve on the Program Panel.[2] Additional corporate, investor and professional leaders will be invited to support the program and serve as panel members, experts, or workshop participants to guide the Forum’s full public review of the issues and development of a consensus report.

Participation in this Forum program is open, free of charge, to all marketplace decision-makers and the professionals who advise them, according to the Forum's standard Conditions of Participation.

 

April 6, 2010

Forum chairman:

Gary Lutin

Lutin & Company, 575 Madison Avenue, New York, New York 10022

Telephone: 212-605-0335

Email: gl@shareholderforum.com

 

Program Panel:

Hye-Won Choi, TIAA-CREF

Margaret M. Foran, Prudential Financial, Inc.

Mary Beth Kissane, Walek & Associates and National Investor Relations Institute (NIRI)

Cary I. Klafter, Intel Corporation

Alvin P. Kressler, III, Bloomberg

James Kristie, Directors & Boards

Eric Nowak, Swiss Finance Institute and European Group for Investor Protection (egip)

David A. Silverman, Blue Harbour Group and New York Society of Security Analysts (NYSSA)

Timothy Smith, Walden Asset Management

Frank G. Zarb, Jr., Katten Muchin Rosenman LLP

 


[2] Intel’s representative, Cary I. Klafter, and Walden’s representative, Timothy Smith, have also been actively involved in the guidance of a Forum public interest program addressing “Say on Pay” issues, respectively as a member of that program’s panel and as the chair of a focus section for its professional reference clearinghouse.

 

 

 

 

September 30, 2010 Forum Report

 Standards for Fair Conduct

of Shareholder Meetings

Program Panel Conclusions

A company should provide all shareholders a reasonable opportunity, before voting, to

(1)

ask management questions relating to director elections and other matters to be decided at a shareholder meeting,

(2)

present questions or views to management publicly for consideration by other shareholders, and

(3)

observe any management or director candidate responses to the questions other shareholders have chosen to present publicly.

October 6, 2010 Forum Report:

Survey of

Investor Communication Priorities

for Voting Decisions

 

 

Other

Forum Reports

June 14, 2012 Forum Report:

 Report of Views

for Use of

"Virtual Meeting" Services

 


April 25, 2012 Forum Report:

 New Program Addressing

Fair Investor Access

to Decision-making Information

 


June 14, 2011 Forum Report:

Inviting Participation in

Conference Board Survey of Board Practices

 


March 22, 2011 Forum Report:

Inviting Comments

on Board Advisor's Views of

"Fifth Analyst Call"

 


 

December 20, 2010 Forum Report:

Response to Proposed SEC Rule Requiring

"Forum" Communications

 


 

October 28, 2010 Forum Report:

Symantec Chairman’s Report of Pioneering Experience

 


 

October 20, 2010 Forum Report:

Responding to Investor Information Requirements

 


 

October 14, 2010 Forum Report:

SEC Invitation of Comments

on Proxy System Reform

 


 

September 14, 2010 Forum Report:

Development of an

Independent Shareholder Verification Process

 


 

July 16, 2010 Forum Report:

Results of July 13, 2010 Open Forum Meeting


Requirements of shareholder meetings

Consensus on standards to be judged by investors

Plans for continuing Forum projects

 

News Reports

Chief Investment Officer

October 23, 2017

"In Depth: Growth in Virtual-Only Meetings

a Concern for Institutional Investors"

 


 

New York Times

March 31, 2017

"Meet the Shareholders?

Not at These Shareholder Meetings"


CNBC

November 20, 2012

"Does Shareholder Activism

Accomplish Anything?"

 


New York Times

April 8, 2012

"When Shareholders Make Their Voices Heard"

 


 

Compliance Week

March 15, 2011

"Dynegy Shakeup a Case Study

in Shareholder Communications"

 


Directors & Boards

First Quarter 2011

Cover story (several articles)

"Fixing the Annual Meeting"

See previous reports in

Directors & Boards | E-Briefing

March 1, 2011

"The Fix Is In"

"One worthy outcome from a trip to Palookaville — a bevy of ideas on how to fix the annual meeting.."

and

February 1, 2011

"What’s Wrong with the Annual Meeting of Shareholders?"

See also

Directors & Boards | Boards At Their Best

December 7, 2010

"How to Fix the Annual Meeting"

 


 

Securities Technology Monitor

December 23, 2010

"SEC Shouldn’t Mandate Social Media:

The Shareholder Forum"

 


 

IR Magazine | Inside Investor Relations

October 22, 2010

"The debate about virtual shareholder meetings"

 


 

Agenda

October 18, 2010

"Companies Prepare for

New Investor Communication Demands"

 


 

New York Times

September 26, 2010

"Questions, and Directors, Lost in the Ether"

 


 

CFO Magazine

September 1, 2010

"Who's in Charge Here?"

 

 

 


 

 

Reference Reports

 

For reports of  program developments

during the April-July 2010 annual meeting season,

see listed contents of the

(a weekly report prepared for Forum participants

To download an indexed file of all Focus Report features,

(42 pages, 1,160 KB in PDF format)

 

 

 

 

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 e-mtg@shareholderforum.com.

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.