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Corporate Issuer Newsletter

Insights on driving greater efficiency and confidence this proxy season.

Broadridge Corporate Issuer Newsletter

 

2018 Trends in Corporate Governance

Changes in SEC leadership and rules will impact public companies through the 2018 proxy season. Keir Gumbs, a partner at Covington & Burling LLP and vice chair of the firm’s Securities and Capital Markets practice group, discusses some of the most significant changes including:

  • Guidance on Shareholder Proposals
  • Disclosure Effectiveness Reforms
  • Proxy Access
  • Pay Ratio
  • Cybersecurity
  • Sustainability/Climate Change

Read the report here.

Preparing for Proxy Season: 2018 Annual Meeting Guidebook

Download our updated guidebook, a step-by-step resource designed to help you streamline your proxy process. Access end-to-end insights, from planning through distribution, voting and invoicing. Learn how changes at the SEC are impacting compliance requirements for 2018, and how these may affect your business.

Download the Guidebook here.

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SEC Perspectives: Independent Steering Committee Newsletter

In November 2017, the Independent Steering Committee of Broadridge sat down with the SEC to discuss new developments and industry trends. In this newsletter, they share their discussions on:

  • Themes to watch and the changing priorities of the SEC under Chairman Jay Clayton
  • Technology and Cybersecurity
  • Blockchain Strategy
  • Enhanced Broker Internet Platforms (“EBIPs”)
  • Vote Instruction Form (VIF) Guidelines
  • Telephone Voting

Download the committee’s newsletter here.

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Issuer Client Portal: Updated

Our Client Portal features a fresh, intuitive design, optimized for desktop, laptop, tablet and mobile. Keep track of all your key campaign dates, tasks and voting results online. Benefit from a consolidated view of beneficial and registered processing. If Broadridge is your transfer agent, you will have quick and easy access to shareholder information.

Details can be found here.

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Service Updates

Quick answers to some of the most frequent questions we hear.

Broker Proxy Voting: What’s permissible?

Recently we have received several inquiries about the ability of a broker to vote on an increase in common stock and reverse stock splits. The rules of the NYSE, with few exceptions, allow a broker to vote without shareholder instruction on these specific proposals.

Guidance on the increase in common stock and reverse stock split proposals are included in the proxy statement. If an issuer’s proxy statement conflicts with the NYSE rule, the NYSE rules prevail even if the issuer is not listed on the NYSE. Unfortunately, if this conflict is not corrected it can result in shareholder complaints and ligation against the issuer. Please be aware that Broadridge will follow NYSE rules to determine if a proposal can be voted by the broker or if shareholder instruction is required.

We are here to help. If you are unsure whether a proposal falls into this category, please call your Broadridge representative or you can reach us at 631-254-7067.

T+2: Shareholder Distribution Process Update

We have proactively updated our shareholder distributions technology to align our processes with the T+2 settlement timeline in order to help our issuer clients obtain material requirement information from Broadridge one business day earlier. However, successful execution requires consistent submission of file transmissions on or before T+2, and this requirement is not yet consistently met. For now, we will continue to provide material order quantities three business days from the established record date.

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2017 Virtual Shareholder Meeting Statistics

In 2017, more than 230 companies hosted their annual meetings virtually. Read the latest statistics including what types of meetings are most common and the profile of companies holding VSMs.

Read on for more facts and figures about VSMs in 2017.

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Steering Committee Members

Thomas Broderick
State Street Corporation
Custodial Bank
Lawrence Conover
National Financial Services LLC
Broker-Dealer
Steven Dapcic
Pershing LLC
Broker-Dealer
Michael Garland
The New York City Comptrollers’ Office
Institutional Investor
Stacey K. Geer
Primerica Inc.
Corporate Issuer
Philip Larrieu
California State Teachers’ Retirement System
Institutional Investor
Gloria Lio
Bank of New York Mellon
Custodial Bank
Mark S. Lyon
Synchrony Financial
Corporate Issuer
Michael Marino
Credit Suisse
Custodial Bank
James Monahan
Morgan Stanley & Co. Inc.
Broker-Dealer
Stephen Norman
S.P. Norman & Company, LLC
Committee Chair
William J. O'Shaughnessy
Quest Diagnostics Inc.
Corporate Issuer
Valiere Simpson
TD Ameritrade
Broker-Dealer
Chad Spitler
CamberView Partners
Corporate Issuer
Joseph C. Swanson
The NorthernTrust
Corporation
Custodial Bank