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Broker Discretionary Voting of Directors
In a new rule effective January 1, 2010, the SEC has eliminated discretionary voting on directors by brokers. In the past, this rule allowed brokers to vote proxies on behalf of beneficial shareholders for uncontested directors for publicly held companies, as long as the beneficial shareholder had received the proxy materials with plenty of time before the meeting and had not already submitted votes.
Under the new rule, brokers' discretionary votes will not count toward the election for a director. Given the large number of shares held in street name, this will decrease the number of shares voted on directors, making it easier to unseat a director. This gives shareholders more responsibility in electing directors, so ensuring shareholders receive proxy materials with adequate time prior to the meeting, and duplicate materials if necessary to shareholders with significant holdings, will help guarantee adequate voting results.
If you have any directors that have had opposition in prior votings, you may want to consider contacting your Colonial account manager for consultation. To view specific details, please view the SEC release below.
SEC Release 34-60215
Colonial's Notice and Access Services
The new Notice and Access rule, effective January 1, 2009, requires issuers to post annual meeting materials on an internet website accessible to shareholders. Our state-of-the-art proxy platform is compliant with SEC hosting requirements and includes real time Online Proxy Voting. Please view our Notice and Access page on the right for specific details concerning the rule.
With the ability to eliminate paper and postage costs, your company will be able to lower costs and focus more on obtaining effective shareholder voting results.
- Free consultation and cost analysis of prior meetings
- Broker Search and Distribution
- Integrate with proxy service handlers (ie. Broadridge), including setup, maintenance, fulfillments and tabulations
- Perform Edgar Filing of Proxy Statements and Notices
- Material Document Conversion and Web Hosting
- Typeset, print and mail proxy notice to shareholders
- Fulfillment material request handling (for those that request paper copies)
- Secure real time internet and telephone voting with toll-free technical assistance
- Mailing of 2nd Notice to selected groups by share ownership.
- Meeting logistic analysis and preparation
- Inspector of elections
- Unvoted Proxy Solicitation and Maintenance (by largest shareholder)
- Voting Tabulation
- Detailed voting and statistical report generation in real time
Your shareholders will receive a proxy notice that includes the meeting time and place, a control number for voting, and a website link for viewing materials. Shareholders then can enter the link into an internet browser to view materials. While viewing materials, shareholders are able to, at the click of a button, view the materials in HTML and PDF, request paper copies, sign up for future email distribution, and vote their shares. Once voting their shares they can request a confirmation of their vote to be sent by email. If they are not experienced with the internet, they can call our Toll-Free Phone Number on the proxy notice to vote over the phone.
Instructions for setting up your Notice and Access Annual Meeting are in the Annual Meeting Information Form.
For mailings and meetings where your company is not required to hold a shareholder vote, Notice and Access may be performed, elimintating any full set mailing and postage costs. This can be done by simply sending a one page notice to shareholders, while posting the materials on a compliant website. Even though your company may not be required to vote you may still need to comply with Notice and Access rules. To help you comply, we are able to handle the complete beginning to end process:
printing of the proxy notice, mailing to registered and NOBOS shareholders, broker search and distribution, conversion and posting of shareholder documents, SEC compliant web hosting, toll-free telephone assistance, and fulfillment material request handling. Please contact your Colonial account manager to get started.
Annual Meeting Preparation
To prepare for your annual meeting,
you should first submit the
Annual Meeting Information Form below.
Annual Meeting Information Form - There are
some useful guidelines in the Annual
Meeting Information Form that should
help you setup your Annual Meeting. Please be sure to send in the Annual Meeting Information Form 70-75 days in advance for Notice and Access Annual Meetings and at least 60 days in advance if you are mailing full sets. Upon receipt Colonial will initiate the broker search.
The following information should be used as a guide when planning the Record, Mailing, and Annual Meeting Dates:
- At least 20 business days prior to the record date, the broker search needs to be initiated by sending in the Annual Meeting Information Form. (SEC Rule 14a-13 requires that a Broker Search should take place at least 20 business days prior to the record date for an Annual Meeting. Consult your securities attorney for specific SEC notification rules.)
- At least 5 business days between the record date and mail date is required.
- At least 3 business days between the definitive proxy statement SEC Filing date and mail date is required.
- At least 40 calendar days between the mail and meeting date is required if you are sending the Notice only. If you are planning on sending a full set delivery with the Notice, the materials do not need to be sent the full 40 calendar days in advance of the meeting. Please be sure to
plan enough time between the mailing
and meeting dates to allow shareholders plenty of time to return their proxies.
If you are mailing Full Sets with your notice or are not required to comply with Notice and Access, please still use the Annual Meeting Information Form. Please adhere to all the date planning above, except for the required 40 calendar days between the mail and meeting date.
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