Program Reference

The Shareholder Forum^TM

Electronic Participation in Shareholder Meetings

Forum Home Page

See Related

SEC Support of New

Communication Processes

"E-Meetings" Home Page

"E-Meetings" Program Reference

Program Reference

Forum Reports of Program Activities

Weekly E-Meetings Review

Meetings

News Reports

General Reference Material

• Academic and Professional Views

• Activist Views

• Communication Issues

• Legal and Regulatory

For reports and reference material concerning electronic investor communications provided to Forum participants before the April 2010 initiation of this program, see:

SEC Support

New Communication Processes

Program Activities

E-Meetings Review

(a weekly report of program developments during the April-July 2010 annual meeting season
prepared for Forum participants by Avital Louria Hahn)

For an indexed file of all Focus Reports, click here (42 pages, 1,160 KB in PDF format)

July 30, 2010: Final Issue
- Participant Questions and Comments :
  - Plans for continuing projects
  - How can people follow future E-Meetings developments?
- News Digest
- Meeting Observations
- Focus Report : "Corporate Competition for Investor Support"
July 23, 2010
- Participant Questions and Comments :
  - Inviting comments on examples of practices for reporting shareholder questions
  - What should be done with the shareholder meeting?
- News Digest
- Meeting Observations
- Focus Report : "Investor Information Requirements"
July 16, 2010
- Participant Questions and Comments :
  - Results of Forum’s open meeting
  - Plans for continuing Forum projects
- News Digest
- Meeting Observations: Dell
- Focus Report : "Testing the Communication Tools"
July 9, 2010
- Participant Questions and Comments :
  - New location for Tuesday’s open meeting
  - Provisions for electronic participation in Forum meeting
  - Expanded agenda for meeting
- News Digest
- Meeting Observations
- Focus Report : "When It’s Really Important to Understand and Respond to Investor Interests"
July 2, 2010
- Participant Questions and Comments :
  - A brief pre-holiday report
  - What arrangements are available for electronic participation in the Forum’s July 13 meeting?
- News Digest
- Meeting Observations : Best Buy
- Focus Report [no report for holiday week-end; image only of "Considering Your Inalienable Rights"]
June 25, 2010
- Participant Questions and Comments :
  - Agenda for the Forum’s open meeting on July 13
  - Why is the shareholders’ Q-and-A conducted after the voting instead of before?
- News Digest: Greenbay Packers, Inc.
- Meeting Observations : Best Buy
- Focus Report : "Dell's Application of Tested Communications Strategies"
June 18, 2010
- Participant Questions and Comments :
  - Will the use of new technology reduce shareholder access to management?
  - If companies aren’t required to respond to shareholders at an annual meeting, how can investors monitor management?
- News Digest: Fuqua Industries (1972)
- Meeting Observations : Best Buy, Dell
- Focus Report : "Why Wait for the Annual Meeting?"
June 11, 2010
- Participant Questions and Comments :
  - Does Reg FD apply to “governance” information?
  - Special project to address director responsibilities for investor communications
- News Digest
- Meeting Observations : Wal-Mart
- Focus Report : "Best Buy Connects the Worlds of Investors and Customers"
June 4, 2010
- Participant Questions and Comments :
  - What can be done with electronic participation in meetings
  - What are the responsibilities of directors for investor communications?
- News Digest
- Meeting Observations : Best Buy
- Focus Report : "What We Can Learn from Real Marketplace-Tested Practices"
May 28, 2010
- Participant Questions and Comments :
  - What services are needed to conduct a meeting with electronic participation?
  - What are the investor communication objectives?
  - Examining bad examples to understand what’s needed
- News Digest
- Meeting Observations : NVIDIA
- Focus Report : "NVIDIA’s Careful Steps into New World of Investor Communications"
May 21, 2010
- Participant Questions and Comments :
  - An investor’s need to question and to observe
  - Forum purpose to identify what should be considered
- News Digest: Massey Energy, JPMorgan Chase, State Street, WellPoint
- Meeting Observations : Intel, NVIDIA
- Focus Report : "When Basics Suffice: No Bells, Whistles or Questions at Warner Music’s Meeting"
May 14, 2010
- Participant Questions and Comments :
  - What are the plans for the Forum’s open meeting on Tuesday, July 13?
  - Focus on a continuum of investor communications
- News Digest
- Meeting Observations : Intel, NVIDIA, Charles Schwab
- Focus Report : "Intel’s New Moore’s Law for Shareholder Communications"
May 7, 2010
- Participant Questions and Comments :
  - Which functions of shareholder meetings do investors consider essential to their interests?
  - Inviting comments on investor communication objectives
- News Digest: Berkshire Hathaway
- Meeting Observations : American Water, Intel, Charles Schwab
- Focus Report : "Berkshire Hootenanny Goes Electric with Q&A"
April 30, 2010
- Participant Questions and Comments :
  - What are the legal and administrative requirements for shareholder participation in an annual meeting?
  - When is the Forum’s open meeting?
- News Digest : Procter & Gamble
- Meeting Observations : American Water, Dell
- Focus Report : "Web Attraction: American Water Uses Electronic Communications to Draw Shareholders to its Annual Meeting"
April 23, 2010
- Participant Questions and Comments :
  - Responding to question about access to meetings
  - Views of objectives
- News Digest: Proctor & Gamble
- Meeting Observations : American Water, Best Buy, Intel
April 16, 2010
- Participant Questions and Comments :
  - Will Forum participants who aren't stockholders be able to observe a meeting being considered as an example?
  - What's the objective of electronic participation in a shareholder meeting?
  - Who is this?
- News Digest: American Water Works
- Meeting Observations
April 9, 2010: Introduction

Meetings

American Water Works Company, Inc. (NYSE: AWK; $4 billion)
- Meeting: May 7, 2010
- E-Meetings Review:
- Webcast (archived)
Berkshire Hathaway, Inc. (NYSE: BRK-A, BRK-B; $182 billion)
- Meeting: May 1, 2010
- E-Meetings Review:
- Post-season news reports
  - November 21, 2011 Wall Street Journal: "Buffett Invites Analysts to Berkshire Annual Meeting"
  - December 29, 2011 Wall Street Journal: "Q: What Does It Take to Get to the Oracle? | Buffett Plans Fix After Fidelity Staffers 'Game the System'"
- Webcast (none available)
Best Buy Co., Inc. (NYSE: BBY; $18 billion)
- Meeting: June 24, 2010
- E-Meetings Review:
- May 12, 2010 Forum Report
- May 11, 2010 letter to shareholders
- Webcast (archived); see also webcast "behind-the-scenes" view of electronic communications
Dell Inc. (NASDAQ: DELL; $32 billion)
- Meeting: August 12, 2010 (adjourned from July 16, 2010)
- E-Meetings Review:
- Webcast (archived)
Intel Corporation (NASDAQ: INTC; $123 billion)
- Meeting: May 19, 2010
- E-Meetings Review:
- Post-season news reports
  - January 4, 2011 Corporate Secretary: "Innovative storytelling | Most effective shareholder communication: Intel"
- Webcast (archived)

NVIDIA Corporation (NASDAQ: NVDA; $8 billion)
- Meeting: May 19, 2010
- E-Meetings Review:
- Webcast (archived)
The Charles Schwab Corporation (NYSE: SCHW; $22 billion)
- Meeting: May 13, 2010
- E-Meetings Review:
- Webcast (archived)
Symantec Corporation (NASDAQ: SYMC; $13 billion)
- Meeting: September 20, 2010
- E-Meetings Review
  
  (not addressed during April-July period of publication)
- Post-season news reports
- October 28, 2010 Forum Report: Symantec Chairman’s Report of Pioneering Experience
- Webcast (archived) and transcript; see also meeting rules
Wal-Mart Stores, Inc. (NYSE: WMY; $190 billion)
- Meeting: June 4, 2010
- E-Meetings Review:
  - June 11, 2010 Meeting Observations
- Webcast (archived)
Warner Music Group (NYSE: WMG, $900 million)
- Meeting: February 23, 2010
- E-Meetings Review:
  - May 21, 2010 Focus Report
  - May 28, 2010 Participant Questions
- Webcast (archived)

News Reports

General Reference Material

Academic and Professional Views
- May 7, 2012 Matt Orsagh of CFA Institute: "Investor Ire over Executive Pay Rises"
- April 3, 2012, IR Insight Research Report of survey by Corporate Secretary and IR Magazine: "Say on pay | When do IROs and corporate secretaries get involved in say on pay? | What impact does it have on workload? | Where is say on pay headed?" (8 pages, 2,210 KB, in PDF format)
- March 26, 2012, Kenneth A. Bertsch of the Society of Corporate Secretaries and Governance Professionals, interview in The Metropolitan Corporate Counsel: "Society Of Corporate Secretaries And Governance Professionals: Expanded And Complex Role For The Corporate Messenger"
- March 15, 2012, Equilar: "Outsider Voting Analytics | A Different View of Say on Pay Voting Results in the S&P 500"; see also March 22, 2012, Equilar: "Changes Due to 2011 Say on Pay Voting Results | A Look at Early Responses"
- March 3, 2012, Matteo Tonello and Melissa Aguilar of The Conference Board, posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Shareholder Proposals: Trends from Recent Proxy Seasons"
- March 2012, David F. Larcker, Allan L. McCall and Brian Tayan of the Stanford University Graduate School of Business, published in The Conference Board's Director Notes: "The Influence of Proxy Advisory Firm Voting Recommendations on Say-on-Pay Votes and Executive Compensation Decisions" (9 pages, 444 KB, in PDF format); see also April 8, 2012, Matteo Tonello of The Conference Board posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Influence of Proxy Advisory Firm Voting Recommendations"
- February 21, 2012, Derek Cole and Jeff Morgan of the National Investor Relations Institute (NIRI) and TK Kerstetter of Corporate Board Member, IR Today video discussion hosted by Corporate Board Member: "The Future of Investor Relations" (video interview, 12:45 minutes)
- January 25, 2012 NIRI-New York program report: "Thriving and Surviving the 2012 Proxy Season" (4 pages, 181 KB, in PDF format)
- First Quarter 2012, Hoffer Kaback of Gloucester Capital Corp. in Directors & Boards: "(K)ISS off? | Dawn of disintermediation of the arbiters" (1 page, 80 KB, in PDF format)
- 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"
- December 28, 2011, Holly J. Gregory and Ira M. Millstein of Weil, Gotshal & Manges LLP: "Rebuilding Trust: The Corporate Governance Opportunity for 2012" (6 pages, 51 KB, in PDF format); see also January 4, 2012 Corporate Counsel: "How to Build Trust Between Corporate Boards and Shareholders"
- December 1, 2011, James Kristie editorial in Directors & Boards | E-Briefing: "Some Governance Goodies to End the Year" referring to
  - Fourth Quarter 2011 Directors & Boards (35th Anniversary): "Keith Louden knew it all | He was the director’s director” (2 pages, 155 KB, in PDF format)
  - Fall 1997 Directors & Boards (20th Anniversary): "A timeless model: J. Keith Louden” and “The board world, according to Louden” (4 pages, 344 KB, in PDF format)
- December 2011, Rhonda L. Brauer, David Drake, Rajeev Kumar, Steven Pantina, and Rachel Posner of Georgeson, Inc.: "2011 Annual Corporate Governance Review" (56 pages, 3,330 KB, in PDF format); see also January 12, 2012, David Drake of Georgeson posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Consequences of Private Meetings with Investors"
- November 30, 2011, Holly Gregory of Weil, Gotshal & Manges LLP posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "ISS Issues Policy Updates for 2012 Proxy Season"
- November 28, 2011, James D.C. Barrall, Alice Chung, and Charles M. Nathan of Latham & Watkins in The New York Law Journal: "Say on Pay 2011: Proxy Advisors on Course for Hegemony" (2 pages, 302 KB, in PDF format); see also January 6, 2012, 2010, Charles M. Nathan of Latham & Watkins LLP, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Say on Pay 2011: Proxy Advisors On Course for Hegemony"
- November 23, 2011 InformationWeek and Enterprise Connect [UBM TechWeb]: "Coca-Cola, Best Buy Shareholder Votes Get Social Twist"
- November 11, 2011, Matteo Tonello, Managing Director of Corporate Leadership at The Conference Board, summarizing survey results in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The 2011 U.S. Director Compensation and Board Practices Report"
- November 2011, David Solomon of University of Southern California and Eugene Soltes of Harvard Business School: "What Are We Meeting For? The Consequences of Private Meetings with Investors" (42 pages, 384 KB, in PDF format); see also January 9, 2012, David Solomon of the Department of Finance at the University of Southern California and Eugene Soltes of the Accounting and Management Unit at Harvard Business School posting in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Consequences of Private Meetings with Investors"
- September 13, 2011, Irving Gomez of Intel Corporation, interview in Corporate Secretary: "Five questions with Intel's senior counsel"
- July 29, 2011, George Paulin of Frederic W. Cook & Co., in Bloomberg Business Exchange: "Five 'Say-on-Pay' Lessons"
- July 21, 2011, ISS Corporate Services: "Executive Pay Through a Peer Benchmarking Lens" (8 pages, 568 KB, in PDF format)
- July 24, 2011, Martin Lipton and Paul Rowe of Wachtell Lipton Rosen and Katz, in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Inside the Boardroom: Responding to a Negative Say on Pay Vote"
- June 30, 2011, David F. Larcker and Brian Tayan of the Rock Center for Corporate Governance at Stanford University, announcement of working papers: "Seven Myths of Corporate Governance" and "Seven Myths of Executive Compensation"
  - June 1, 2011, David F. Larcker and Brian Tayan of the Rock Center for Corporate Governance at Stanford University: "Seven Myths of Corporate Governance" (11 pages, 218 KB, in PDF format)
  - June 21, 2011, David F. Larcker and Brian Tayan of the Rock Center for Corporate Governance at Stanford University: "Seven Myths of Executive Compensation" (9 pages, 196 KB, in PDF format)
- May 18, 2011, Charles M. Nathan of Latham & Watkins LLP, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "A 12-Step Program to Truly Good Corporate Governance"
- May 16, 2011, David F. Larcker, Allan L. McCall and Gaizka Ormazabal of the Stanford Graduate School of Business posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Proxy Advisory Firms and Stock Option Exchanges," summarizing April 24, 2011, David F. Larcker, Allan L. McCall and Gaizka Ormazabal of the Stanford Graduate School of Business: "Proxy Advisory Firms and Stock Option Exchanges: The Case of Institutional Shareholder Services" (64 pages, 688 KB, in PDF format); see also previously circulated drafts:
  - April 19, 2011 (draft), David F. Larcker and Brian Tayan of the Stanford Graduate School of Business: "Do ISS Voting Recommendations Create Shareholder Value?" (7 pages, 159 KB, in PDF format)
  - April 14, 2011 (draft), David F. Larcker, Allan L. McCall and Gaizka Ormazabal of the Stanford Graduate School of Business: "The Role of Proxy Advisory Firms in Stock Option Exchanges" (63 pages, 686 KB, in PDF format)
- First Quarter 2011, Directors & Boards: cover story, "Fixing the Annual Meeting"; to download, click here (18 pages, 687 KB, in PDF format). The cover story includes the following articles:
  - James Kristie of Directors & Boards: Editor's Note, "The fix is in" (magazine page 6, PDF page 4)
  - Carl T. Hagberg of Carl T. Hagberg and Associates and The Shareholder Service Optimizer: "What to do about the annual meeting?" (magazine page 25, PDF page 5)
  - Norman Augustine, retired from Lockheed Martin, excerpts from 2004 article: "A modest proposal from Norm Augustine" (magazine page 27, PDF page 7)
  - Richard J. Daly of Broadridge Financial Solutions, Inc.: "New technologies for new engagement" (magazine page 30, PDF page 10)
  - Gary Lutin of The Shareholder Forum: "The opportunity is right now to revitalize the annual meeting" (magazine page 31, PDF page 11)
  - David Silverman of Blue Harbour Group LP: "Open your mindset to the bigger picture" (magazine page 33, PDF page 13)
  - Various contributors: "How to fix the annual meeting … in 100 words or less" (magazine page 34, PDF page 14)
  - Jeff Morgan of the National Investor Relations Institute ("NIRI"): "NIRI’s suggested steps for a better experience" (magazine page 35, PDF page 15)
  - David Shaw of Directors & Boards: "The Directors & Boards Survey: The effectiveness of annual meetings" (magazine page 36, PDF page 16)
- March 1, 2011 Directors & Boards | E-Briefing: "The Fix Is In | One worthy outcome from a trip to Palookaville — a bevy of ideas on how to fix the annual meeting.."; see also its referenced First Quarter 2011, Carl T. Hagberg in Directors & Boards: "What to do about the annual meeting?" (5 pages, 189 KB, in PDF format)
- February 2011, Institutional Shareholder Services ("ISS"): "25 for 25 | Observations on the Past, Present, and Future of Corporate Governance In Celebration of ISS’ 25th Anniversary" (60 pages, 1,310 KB, in PDF format), including the following articles by members of the "E-Meetings" Program Panel:
  - Hye-Won Choi, "Keys to Reform Over the Next 25 Years" (2 pages, 801 KB, in PDF format)
  - Margaret M. Foran, "Meeting the Challenges of Tomorrow Today" (1 page, 648 KB, in PDF format)
  - Timothy Smith with Carly Greenberg, "Corporate Commitment to Sustainability and CSR Reporting: An Enduring Trend" (2 pages, 810 KB, in PDF format)
- February 2011, Foley & Lardner "National Directors Institute," NDI News: "Fifth Analyst Call" (3 pages, 142 KB, in PDF format)
- February 25, 2011, TIAA-CREF (as published by BusinessWire): "Robust Governing Practices and Shareholder Dialogue Aid Public Company Performance, New Edition of TIAA-CREF Policy Statement on Corporate Governance Emphasizes;" see also February 25, 2011, TIAA-CREF: "TIAA-CREF Policy Statement on Corporate Governance, 6th Edition" (38 pages, 259 KB, in PDF format)
- February 22, 2011, Institutional Shareholder Services study for the IRRC Institute: "The State of Engagement between U.S. Corporations and Shareholders" (30 pages, 391 KB, in PDF format); see also March 15, 2011, Jon Lukomnik of the Investor Responsibility Research Center Institute and Marc Goldstein of Institutional Shareholder Services in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "The State of Engagement between U.S. Corporations and Shareholders"
- February 15, 2011, David A. Katz of Wachtell Lipton Rosen & Katz in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Investor Communication and 'Fifth Analyst Call'"
- February 10, 2011 Consoleum Inc., Corporate Compliance Insights: "Virtual Shareholder Meetings"
- February 1, 2011 Directors & Boards | E-Briefing: "What’s Wrong with the Annual Meeting of Shareholders? | And . . . how do we fix it? Hit me with your best idea."
- January 2011, Ipreo BetterIR Newsletter: "Say-on-Pay 2011 - The Investor’s Viewpoint"
- January 10, 2011, Georgeson Report: "Conducting Effective Shareholder and Third-Party Outreach Programs"; see also January-February 2011, Robert G. Berick of Dix & Eaton and Rachel L. Posner of Georgeson in The Corporate Board: "Preparing for Proxy Season 2011" (5 pages, 129 KB, in PDF format)
- January 5, 2011, Towers Watson (as published by BusinessWire): "U.S. Companies Divided on Say-on-Pay Frequency, Towers Watson Poll Finds | Few Companies Have Process in Place to Act on Results;" see also more detailed private client report (with permission), January 13, 2011, Towers Watson Executive Compensation Bulletin: "Survey Finds Companies Divided on Say-on-Pay Frequency and Uncertain About the Implications" (6 pages, 74 KB, in PDF format), and interview, January 18, 2011, Corporate Board Member: "Talking Points: Companies Not Sure How Often to Administer Say-on-Pay Votes;" see also January 5, 2011 Reuters: "Analysis: Companies tweak CEO pay packages ahead of vote"
- 2011 Winter, John C. Wilcox of Sodali Ltd. in Duke Law School's Law and Contemporary Problems: "Comply-And-Explain: Should Directors Have A Duty To Inform?" (11 pages, 84 KB, in PDF format); see also March 31, 2011 in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Directors’ Duty to Inform"
- December 3, 2010 Forum Report: Comments on Frequency of "Say on Pay" Voting
- December 1, 2010, investor coalition including F&C Investments, Railpen Investments, T. Rowe Price, and UN Principles for Responsible Investment: "Request for Investor Dialogue: Fifth Analyst Call on Corporate Governance and the Proxy Statement" (4 pages, 34 KB, in PDF format); see also March 20, 2011, Deborah Gilshan of Railpen Investments and Elizabeth McGeveran of F&C Asset Management in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Fifth Analyst Call: Investors Seek Greater Communication with Directors"
- December 1, 2010, Eleanor Bloxham, contributor to Fortune (as published by CNNMoney.com): "Why your shareholder vote may not count"
- December 2010, Fabio Saccone for The Conference Board's Director Notes: "E-Proxy Reform, Activism, and the Decline in Retail Shareholder Voting" (9 pages, 245 KB, in PDF format)
- December 2010, Robert Daines, Ian Gow and David Larcker, published in Journal of Financial Economics: "Rating the ratings: How good are commercial governance ratings?" (23 pages, 432 KB, in PDF format); see also previously posted May 18, 2008 (draft), Robert Daines, Ian Gow and David Larcker, with support of the Rock Center for Corporate Governance, Stanford University: "Rating the Ratings: How Good Are Commercial Governance Ratings?" (50 pages, 172 KB, in PDF format)
- 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 (revised November 30, 2010), Securities Transfer Association: "Comment letters on proxy reform show strong support for change" (9 pages, 589 KB, in PDF format)
- November 11, 2010, The Conference Board: "The 2010 Institutional Investment Report | Trends in Asset Allocation and Portfolio Composition" (64 pages, 1,095 KB, in PDF format); see also January 2, 2011, Matteo Tonello of The Conference Board in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Trends in Asset Allocation and Portfolio Composition"
- 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)
- November 2010, Schulte Roth & Zabel report of commissioned Mergermarket interviews with 25 senior corporate executives and 25 activist investors: "Shareholder Activism Insight" (20 pages, 1,352 KB, in PDF format)
- October 27, 2010, Nell Minow in The Corporate Library Blog: "CNBC's John Carney Cannot Believe Anyone Would Want Advice on Proxies"
- October 20, 2010, Stephen J. Choi of New York University School of Law, Jill E. Fisch of University of Pennsylvania Law School and Marcel Kahan of New York University School of Law: "The Power of Proxy Advisors: Myth or Reality?" (51 pages, 291 KB, in PDF format)
- Third Quarter 2010, Carl T. Hagberg of The Shareholder Service Optimizer:
  - "Activist Investors, the Press…and Other Professional 'Noisemakers' Gang Up Against Virtual Shareholder Meetings"
  - "Optimizer to Activists and Noisemakers re: Virtual Meetings: You Folks Are Really Missing the Boat Here"
  - "Some Notes on the Much-Bashed Symantec Virtual Meeting"
  (6 pages, 557 KB, in PDF format)
- September 17, 2010, Council of Institutional Investors: "Seven Smart Practices for Shareowner Meetings" (5 pages, 69 KB, in PDF format); see also December 21, 2011 (update), Council of Institutional Investors: "Corporate Governance Policies" (25 pages, 140 KB, in PDF format)
- September 16, 2010, Adam O. Emmerich of Wachtell Lipton Rosen & Katz, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Shareholder Proxy Access: Time To Get Ready"
- September 14, 2010, Cathy Conlon of Broadridge Financial Solutions, Carl Hagberg of The Shareholder Service Optimizer, Lisa Beth Lentini of Best Buy, Scott McMillen of Charles Schwab Corporation, and Doug Stewart of Intel, in webcast moderated by Broc Romanek of TheCorporateCounsel.net: "Holding the Virtual Annual Meeting: Factors to Consider and Practice Pointers"
- September 12, 2010, Matteo Tonello of The Conference Board, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Using Cash-Settled Derivatives to Hide Corporate Ownership"; see also author's full paper: July 2010, Eugenio De Nardis and Matteo Tonello, The Conference Board Director Notes: "Know Your Shareholders: The Use of Cash-Settled Equity Derivatives to Hide Corporate Ownership Interests" (12 pages, 157 KB, in PDF format)
- September 11, 2010, J.W. Verret of George Mason University School of Law, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Defending Against Shareholder Proxy Access"; see also author's full paper: August 8, 2010, J.W. Verret, George Mason University Law and Economics Research Paper Series, "Defending Against Shareholder Proxy Access: Delaware’s Future Reviewing Company Defenses in the Era of Dodd-Frank" (96 pages, 346 KB, in PDF format)
- August 9, 2010, Patrick McGurn of Institutional Shareholder Services ("ISS") in Agenda: "Op-Ed: Boards and the Dodd-Frank Craps Game;" see also related August 9, 2010 Agenda: "Investor Group Goes After Directors Who Fail to Win Majority"
- August 6, 2010, Francis H.Byrd, editor of The Altman Group Governance & Proxy Review: "Dog Days of Pre-Proxy Access Summer"
- June 2010, Brad Smith of Microsoft Corporation in Directors & Boards: "Why Microsoft Adopted ‘Say on Pay’"; see also July 23, 2010, John Seethoff of Microsoft Corporation posting on Microsoft on the Issues: "The Dodd-Frank Act and Corporate Governance"
- June 2010, Lisa M. Fairfax of The George Washington University Law School, as published in the Seton Hall Law Review: "Virtual Shareholder Meetings Reconsidered" (44 pages, 155 KB, in PDF format)
- 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)
- May 20, 2010, Suzanne Stevens of The Deal, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "Inside the Corporate Governance Complex"; for the special report to which the blog refers, see May 14, 2010 The Deal: "What Berle and Means have wrought"
- April 6, 2010, Charles M. Nathan of Latham & Watkins LLP, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Parallel Universes of Institutional Investing and Institutional Voting"; see also July 23, 2010, Charles M. Nathan of Latham & Watkins LLP, in the Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Future of Institutional Share Voting: Three Paradigms" and September 2011, Latham & Watkins Corporate Governance Commentary: "Future of Institutional Share Voting Revisited: A Fourth Paradigm" (10 pages, 148 KB, in PDF format)
- April 2010, Business Roundtable: "2010 Principles of Corporate Governance," section IV. "Relationships with Shareholders and Other Constituencies"
- Second Quarter 2009, Carl T. Hagberg of The Shareholder Service Optimizer: "A First-Hand Report from the Intel 'Virtual Annual Meeting' ...and a Heads Up on the Broadridge Virtual Meeting in November" (2 pages, 248 KB, in PDF format)

Activist Views

Communication Issues
- May 9, 2012 Financial Times: "Shareholders reject Knight pay policies" [management of investor service firm fails to win support of its own investors]
- May 8, 2012 Reuters: "When shareholders topple CEOs" [measuring shareholder support for management]
- May 8, 2012 Forbes: "Did Say On Pay Cost A CEO His Job?" [votes on compensation as indication of shareholder support for management]
- May 1, 2012 CFO Journal (The Wall Street Journal Digital Network): "J.C. Penney, ISS Tussle Over Compensation" [company responds to issues defined by proxy advisor]
- May 1, 2012 YCharts: "Annals of Ridiculous Exec Comp: a $12 Million Howard Schultz 'Retention Bonus' at Starbucks" [views of a non-governist investor regarding executive compensation]
- April 29. 2012 Financial Times: "NYSE vote reflects pay discontent" [management of investors' exchange supported by only 40% of investors]
- April 27, 2012 New York Times DealBook: "Barclays’ Board Is Heckled Over Pay" [another bank's management apology for failing to communicate effectively]
- April 27, 2012 Wall Street Journal: "Angry Analysts Scorch P&G CEO" [similar communication challenges of analyst and shareholder meetings]
- April 22, 2012 New York Times: "Employees, Too, Want a Say on the Boss’s Pay" [employees as a significant investor constituency]
- April 19, 2012 Reuters: "Parsons blames Citi vote on failure to communicate" [chairman's view of board responsibility for communication to win investor support]
- April 16, 2012 Columbia Journalism Review | The Audit: "The Value of Prizes" [professional challenge of delivering information to decision-makers]
- April 16, 2012 Corporate Secretary: "Should directors engage investors directly?" [professional views of evolving board engagement in investor communications]
- April 13, 2012 St. Louis Post-Dispatch | stltoday: "Belden can't explain negative pay vote" [corporate managers ask investors how to win support for management compensation]
- April 13, 2012 Reuters: "ISS parent MSCI accused of double standards on pay" [questions raised about proxy advisor judgments]
- April 12, 2012 Boardmember.com: "This Week in the Boardroom | The Year of Shareholder Communications" (TK Kerstetter, President, Corporate Board Member, interview of Francis Byrd, Senior Vice President, Laurel Hill Advisory Group; video interview, 11:05 minutes, and transcript) [issues concerning board responsibility for investor communications, including individual director engagement]
- April 11, 2012 TheStreet: "Proxy Voting in the Digital Age" [fund manager's views of access to investment information at shareholder meetings]
- April 8, 2012 New York Times: "When Shareholders Make Their Voices Heard" [shareholder support for management compensation without "absent" votes]
- April 4, 2012 IR Magazine | Inside Investor Relations: "Five activist campaign sites | ValueYahoo.com – the latest in a number of activist campaign sites – marks a step up in quality from the usual fare" [review of websites used for activist control contests]
- April 2, 2012 CFO Journal (The Wall Street Journal Digital Network): "Investor Outreach Having Big Effect on Say-on-Pay Results" [corporate defense lawyer views of investor communication]
- April 2012 Directors & Boards eBriefing: "Directors & Boards 2012 Proxy Survey" [director views of issues and plans for expanded investor communication]; see also subsequently published full report, First Quarter 2012 Directors & Boards: "Directors & Boards 2012 Proxy Survey" (3 pages, 126 KB, in PDF format)
- March 29, 2012 IR Magazine | Inside Investor Relations: "Prep and planning on pay and performance | A look ahead to the 2012 proxy season" [need for effective corporate communication to win support of shareholders]
- March 27, 2012 Wall Street Journal: "Goldman Bows to Pressure on Board" [corporate analysis of shareholder support for management]
- March 19, 2012 Wall Street Journal: "As Cash Move Shows, Apple CEO Goes His Own Way" [corporate managers communicate with investors to determine interests in use of surplus cash]
- March 19, 2012 Pensions & Investments: "Money managers increasing activism on governance — but quietly" [large fund managers adopt private, direct engagement to address corporate investment issues]
- March 13, 2012 Wall Street Journal: "Disney Takes on Proxy Adviser" [direct corporate communication with investors in competition with proxy advisers]
- March 5, 2012 IR Magazine | Inside Investor Relations: "CFA Society seeks to cut conflicts in investor conference | Society plans conference run by investors ‒ not brokers ‒ this May" [direct investor communication alternatives to broker-controlled meetings]
- First Quarter 2012 Corporate Board Member: "Communicating with Shareholders" [consensus on need to expand investor communication and controversy about methods]; and "The Optics of CEO Pay" [board responsibility to explain as well as decide what will benefit of shareholders]
- February 23, 2012 Boardmember.com: "This Week in the Boardroom | The Conference Board: 2011 U.S. Director Compensation and Board Practices Report" (TK Kerstetter, President, Corporate Board Member, interview of Matteo Tonello, Managing Director, The Conference Board; video interview, 19:49 minutes, and transcript) [evolving board practices with increased investor engagement]
- February 21, 2012 CFO Journal. (The Wall Street Journal Digital Network): "‘Say on Pay’ Changes Ways" [review of reactions to "Say on Pay" voting]
- January 13, 2012 Corporate Secretary: "Best proxy statement: Prudential | Disclosures made simple" [difference between compliance and communication]
- January 6, 2012 IR Magazine | Inside Investor Relations: "Ask the Expert: what will be 2012’s biggest test?" [three views of investor communication challenges]
- December 29, 2011 Wall Street Journal: "Q: What Does It Take to Get to the Oracle? | Buffett Plans Fix After Fidelity Staffers 'Game the System'" [providing fair access to competing investors]
- December 22, 2011 Corporate Secretary: "Proxy outlook 2012: say on pay year two" [anticipation of increased corporate communications to win support of shareholders]
- November 21, 2011 Wall Street Journal: "Buffett Invites Analysts to Berkshire Annual Meeting" [use of invited analysts to moderate shareholder questions at annual meeting]
- November 21, 2011 Corporate Secretary: "Six steps to better shareholder communications" [investor's critique of "corporate governance" shareholder communications]
- November 10, 2011 IR Magazine | Inside Investor Relations: "Say-on-pay not going away" [professionals encouraging efforts to win shareholder support in 2012]
- November 3, 2011 Corporate Secretary: "Webinar: Proxy season outlook, what to expect in 2012" [89% of polled corporate managers plan to increase either direct or proxy solicitor communications with shareholders]
- October 7, 2011 Securities Technology Monitor: "Proxy Mailing Costs: Are Transfer Agents Cheaper Than Broadridge?" [controversial costs of currently regulated proxy distribution process]
- October 5, 2011 Corporate Secretary: "Why shareholder democracy matters | Shareholder voting system in Canada and the US is largely dysfunctional" [global concerns about dysfunctional proxy plumbing]
- Third Quarter 2011 Corporate Board Member: "Nays on Pay: The Story Behind the Votes" [sources of information and influence in shareholder voting support]
- September 29, 2011 Wall Street Journal: "H-P Hires Banker In Defense Move" [defending what cannot be explained]
- September 28, 2011 IR Magazine | Inside Investor Relations: "Investors and issuers vary on say-on-pay response | ISS survey shows two sides differ on how boards should react to dissent over executive compensation" [views of governance professionals on appropriate corporate response to shareholder voting]
- September 7, 2011 Corporate Secretary: "Working with investor relations | Corporate secretaries and investor relations officers must collaborate during proxy season" [increasing reliance on investor relations professionals for shareholder voting support]
- September 1, 2011 Financial Times: "It is right to curtail web anonymity" [balancing needs for freedom and responsibility in defining policy for anonymous communication]
- September 2011 IR Magazine | Inside Investor Relations, Part 1: "Try it – you’ll see" [current developments in "telepresence" technology facilitating virtual roadshows], and October 2011, Part 2: "Meet your match" with video: "Next steps in virtual roadshows" [increasing use of video conferencing for expanded investor communications]
- July 29, 2011 Corporate Secretary: "What about those say-on-pay 'no' votes?" [governance professionals' advice for responding to negative votes on executive compensation]
- July 21, 2011 IR Magazine | Inside Investor Relations: "Dodd-Frank ramps up workload in first year" [regulatory influence on investor relations]
- July 11, 2011 Financial Times: "Baby steps won’t fix US governance" [views of regulatory failure to support needed investor communications]
- June 23, 2011 ISS Governance Weekly: "2011 U.S. Season Review: 'Say on Pay'" [proxy advisor's analysis of corporate communications in contest for investor support]
- June 16, 2011 Boardmember.com: "This Week in the Boardroom | IROs Gather to Discuss Board Issues" (TK Kerstetter, President, Corporate Board Member, interview of Jeff Morgan CAE, President & CEO, National Investor Relations Institute; video interview, 12 minutes, and transcript) [investor relations officer responsibilities for expanded shareholder communications and intelligence]
- June 16, 2011 Bloomberg Businessweek: "Investor 'Say on Pay' Is a Bust" [companies learn to compete with proxy advisors for support of investors]
- June 14, 2011 Securities Technology Monitor: "SIFMA TECH 2011: Transfer Agency Model is Outdated, Broadridge Contends" [arguments for brokerage firm control of shareholder communications and elimination of physical shareholder meetings]
- June 9, 2011 Corporate Secretary: "The changing face of proxy solicitation" [increased corporate use of support services for shareholder communications to counter proxy advisors]
- June 5, 2011 New York Times: "Inciting a Revolution: The Investor Spring" [consumer advertising executive demonstrates use of electronic communication tools to conduct activist investor campaign]
- May 25, 2011 Associated Press (as published in Forbes): "Shareholder meetings hit the road" [effective use of traditional in-person meeting practices to avoid shareholder communications]
- May 3, 2011 New York Times DealBook: "Quiet Proxy Season Means Fewer Fights in the Boardroom" [shift in focus of proxy contests from "governance" to value issues]
- May 1, 2011 Wall Street Journal: "Firms Feel 'Say on Pay' Effect | Companies Work Harder to Win Shareholder Votes on Executive Compensation" [corporate efforts to overcome proxy advisor influence of shareholder voting on executive compensation]
- April 27, 2011 IR Web Report: "Did OXY’s “fifth analyst call” violate Reg FD?" [concerns about regulatory compliance and marketplace fairness of invitation-only investor conference calls]
- April 25, 2011 Financial Times: "Proxy firms move to centre stage" [increasing global concern about proxy advisor interference with constructive communication between companies and investors]
- April 21, 2011 IR Magazine | Inside Investor Relations: "Say on pay carves out new IR role" [progress of professionalized corporate communications to counter proxy advisors]
- April 4, 2011 IR Magazine | Inside Investor Relations: "Debate rages over fifth analyst call" [controversy about investor group's proposed variation of widely supported "pre-meeting" communications]
- March 30, 2011 Corporate Secretary Week: "2011 annual meetings: what’s working and what’s not" [increasing corporate focus on improved shareholder communications]
- March 29, 2011 Securities Technology Monitor: "Broadridge to U.S. Corporations: Tell Employees to Vote" [initiative to stimulate increased individual investor participation in proxy voting]
- March 23, 2011 Bloomberg: "Hewlett-Packard Shareholders Vote Against Executive Compensation Packages" [proxy advisor ISS declares victory in negative "Say on Pay" vote]
- March 17, 2011 IR Magazine | Inside Investor Relations: "NIRI discusses 2011 proxy season" [increasingly responsive corporate management of investor communications]
- March 16, 2011 CBS Interactive Business Network: "ISS May Be Under Fire, but Look How Far It — and Shareholder Rights — Have Come" [ISS co-founder defends proxy advisor's influence]
- March 15, 2011 IR Web Report: "At Coca-Cola, investors get less say than Facebook fans" [social media activist views of restricted communication process]
- March 14, 2011 Fortune (as published by CNNMoney.com): "Can shareholders and management make it together?" [examples of effective corporate communications winning investor support]
- March 1, 2011 Financial Times: "Citi under fire over disclosure" [requirements of providing information needed for investment decisions]
- February 19, 2011 Barron's: "HP Deal Raises Questions" [board responsibilities to assure investors of the integrity of corporate decision-making processes]
- February 14, 2011 Wall Street Journal: "Season of Shareholder Angst" [ISS activist coalition's agenda for defining issues in 2011 proxy season]
- February 6, 2011 Wall Street Journal: "Companies Fight Back on Executive Pay" [concerns about proxy advisor control of information for voting decisions]
- February 3, 2011 Wall Street Journal MarketWatch: "Say-on-pay vote gives CEOs early trouble in 2011" [investor interests in more frequent and regular communication with corporate management relating to executive compensation issues]
- January 25, 2011 IR Magazine | Inside Investor Relations editor's blog: "Love letter to a corporate secretary" [need for collaboration between investor relations officers and corporate secretaries to communicate effectively with investor decision-makers]
- January 5, 2011 Reuters: "Analysis: Companies tweak CEO pay packages ahead of vote" and January 18, 2011, Corporate Board Member: "Talking Points: Companies Not Sure How Often to Administer Say-on-Pay Votes" [views of corporate management responses to increased importance of investor voting]
- December 6, 2010 Agenda: "Lack of Data a Problem With Proxy Plumbing Comments" [challenges of SEC effort to reform proxy voting services]
- December 3, 2010 Securities Technology Monitor: "Voting by Phone, in Corporate Elections" [efforts to adapt investor communications technology to consumer marketing trends]
- December 2, 2010 The Economist: "Ready, set, dough | Activist investors are limbering up to make trouble once more"; see also December 2, 2010 Wall Street Journal MarketWatch: "Operational activists’ work pays off" [anticipated increase in investor activism]
- December 2, 2010 IR Web Report: "With Investor Network failing, Broadridge lobbies SEC for mandatory forums"; see also December 8, 2010 Securities Technology Monitor: "Broadridge to SEC: Mandate Use of Social Media" [social media advocate's view of available communication services]
- November 30, 2010 New York Times DealBook: "Proxy Firms Need More Rules, Companies Say" [controversy about regulation of proxy advisors]
- November 29, 2010 Agenda: "Say-on-Pay Frequency: What Should Boards Support?" [communication considerations relating to frequency of voting on executive compensation]
- November 22, 2010 The Globe and Mail (Toronto): "Board Games: Proxy advisory firms flexing some serious muscle" [questions raised about competence of proxy advisors to evaluate voting decisions]
- November 18, 2010 Corporate Board Member, The Boardroom Channel: "The Board/Investor Relations Officer Relationship" [increasing responsibilities of investor relations officers for board interests in investor communications]
- October 26, 2010 CNBC.com: "Why You Should Be Worried About Proxy Advisory Firms" and "If Proxy Advisors Don't Really Matter, Why Do They Exist?" [controversy about institutional investor reliance upon outsourced proxy advisory services]
- October 25, 2010 Agenda: "How Boards Are Preparing for Say on Pay" [board views of investor communication requirements in anticipation of voting on executive compensation]
- October 25, 2010 Agenda: "Towers Watson Rolls Out Say-on-Pay Offering" [service provider response to board requirements for investor communications]
- October 22, 2010 Wall Street Journal: "Proxy Issues Step to the Fore" [views of "client-directed voting" and proxy advisors submitted in response to SEC request for comments on proxy reform]
- October 4, 2010 Agenda: "Barnes & Noble Proxy Win Holds Lessons for Boards" [corporate director observations of evolving shareholder communications and influences in control contests]
- September 29, 2010 New York Times DealBook: "With Fewer Nasty Battles, One Firm Profits Less" [evolving competition for independent voting certification]
- September 29, 2010 New York Times DealBook: "How the Tide Turned for Barnes & Noble" [analysis of decision-making and procedural determinations of voting outcome in contested election]
- September 15, 2010 Wall Street Journal: "Big Boardroom Battles Loom" [current examples of communications to win shareholder support in control contests]
- September 14, 2010 New York Times DealBook: "Companies May Fail, but Directors Are in Demand" [explaining performance records of board candidates]
- September 3, 2010 Wall Street Journal: "Wall Street's New, Unknown Power Broker" [profile of new ISS director of M&A and proxy-fight research]
- September 1, 2010 CFO Magazine: "Who's in Charge Here? | Listening to shareholders is easy. Making sense of their concerns is not." [understanding a company's various shareholder interests, and who represents them]
- August 31, 2010 Financial Times: "US pay law branded ‘logistical nightmare’" and accompanying August 30, 2010 FT video: "CEO pay exposure"; see also September 2, 2010 New York Times (editorial): "The Real Say on Pay" [challenges of communicating relevant information in compliance with new reporting regulations]
- August 30, 2010 Agenda: "What’s to Fear in Proxy Access?" [questions about practical ability of activist investors to make use of new SEC rules for director nominations]
- August 30, 2010 Agenda: "Proxy Advisor Wants to Make Recommendations Free" [challenges of competing with ISS as source of information for investor voting decisions]
- August 20, 2010 Securities Technology Monitor: "SEC Proxy Reform Initiative Polarizes Industry" [controversies about "proxy plumbing" relating to investor communications and voting processes]
- August 10, 2010 Wall Street Journal: "Hewlett-Packard Still Can't Handle the Truth" and August 13, 2010 Financial Times: "Corporate ethics: Moral hazards" [need for effective communication relating to investor interests]
- August 2, 2010 Wall Street Journal: "Two Funds Launch Fight for Board Seats at Occidental" [targeting of company by activist coalition as example to encourage compliance with governance policies]
- August 1, 2010 Corporate Secretary: "New lines of communication | Dissemination of corporate information gets more complicated as issuers contemplate the new DIY options" [competition for adaptive distributions of announcements to investors following SEC regulations supporting direct corporate communication]
- July 19, 2010 Agenda: "SEC Examines Role of Proxy Advisors in Concept Release" [effects of SEC "proxy plumbing" review on director responsibilities for investor communications]
- July 12, 2010 IR Magazine- Inside Investor Relations: "Talking to shareholders: the IR charm offensive" [various communications practices in corporate efforts to seek voting support of shareholders]
- June 7, 2010 Agenda: "How Boards Get Inside the Minds of Shareholders" [practices supporting corporate director interest in views of investors]
- May 2010 Corporate Secretary (cover story): "First encounters" [various board practices for communicating with investors concerning governance and voting issues, confusion about application of SEC Regulation FD]
- Second Quarter 2010, Directors & Boards: "Who speaks for the board?" (12 pages, 465 KB, in PDF format) [views of 18 directors and advisers on best practices for board communications]
- April 27, 2010 New York Times: "Setbacks in the Air Add to Lure of Virtual Meetings" [increased use of teleconferencing for business meetings]
- April 26, 2010 Agenda: "Next SEC Governance-Reform Target: Proxy Advisors?" [delegation of institutional investor voting decisions to specialized staff and outsourced proxy advisors]
- April 22, 2010 IR Magazine: "Notice and access use rises on last year" [concerns about participation of "retail" investors]
- April 20, 2010 BBC News: "Rise of the virtual conference" [use of electronic communications for expanded participation in corporate meetings]
- April 24, 2005 New York Times: "Managers to Owners: Shut Up" [concerns about fair conduct in traditional in-person meetings, without electronic access]
- May 26, 1999 New York Times: "Importance of Being Persuasive; Daimler-Chrysler Merger Made an Art of Making a Case" [investor communication practices used by corporate managers to win votes for high value proposal]
- April 27, 1972 Associated Press (as published in The Fort Scott Tribune): "Shareholders Meeting Now Only a Ritual" [view of shareholder meeting as vestigial ritual during age of mail and telephone communications]

Legal and Regulatory
- July 14, 2010, U.S. Securities and Exchange Commission: Concept Release on the U.S. Proxy System; 17 CFR Parts 240, 270, 274, and 275 [Release Nos. 34-62495; IA-3052; IC-29340; File No. S7-14-10] (151 pages, 649 KB, in PDF format); see also:
- Delaware General Corporation Law, § 211. Meetings of stockholders

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.