Important Information About Continental Stock Transfer
Proxy/Annual Meeting Guide
Introduction
Continental's Proxy and Annual Meeting Services
Continental's Proxy and Annual Meeting service offerings are the best in the industry. Not only do we "do it all," we do it by employing full-time specialists year round to ensure that you and your staff deal only with knowledgeable personnel dedicated to specific tasks and available when you require them most. Assigning all Annual Meeting-related service functions to our specialized Proxy Department allows your regular Account Administrator to be available to you for crucial day-to-day needs without diversion. Having full-time Meeting specialists available to our clients distinguishes Continental from most, if not all, other agents.
Continental Edgar
Continental Edgar serves as an excellent complement to our Annual Meeting services. We encourage clients to consider the cost saving benefits of using this service, which is delivered with the same expertise and value you have come to expect from Continental's Stock Transfer Services. Among the services Continental Edgar can provide are:
EDGAR Filings: We are a full service SEC EDGAR filing agent and can file your company's Form 10-Qs, 10-Ks and other key SEC documents. Our services are available to you 24/7.
XBRL Reporting: Our specialists will apply Specific Data Tags of Taxonomies to your financial information that are provided as exhibits to your periodic reports.
Newswires: We can disseminate your corporate press releases and financial dis-closures to a variety of media outlets quickly and cost effectively.
Our services are supported by technology embedded in our Sungard processing system. In addition to the mailing and tabulation services you would expect, we are able to offer a number of other critical capabilities, including:
• DTC linkage.
• Electronic Broadridge linkage.
• Electronic distribution of Annual Meeting materials through ContinentaLink, our full-service Internet connection for issuers and shareholders.
• XBRL.
• EDGAR Filing.
• Householding of shareholder positions.
• Intuitive Internet voting.
• Telephonic voting.
• Incorporation of Employee Plan share position.
• Interface with all outside solicitors.
• Reconcilement of "over-voted" positions.
• Inspector of Election.
• The variety of services now required under Notice and Access, including Fulfillment, online document conversion and Web Hosting.
Coordination
Continental works closely with our clients and their outside vendors to coordinate the development of a proxy card and to manage required supplies. We also monitor the timing of key events to be certain all mailings are timely, and that street materials are properly managed. Partnership is a key to our approach to the entire Meeting cycle.
It is critically important in 2012 to establish timelines and vendor relationships, including determining if a solicitor is needed. This decision should be made as soon as possible.
Your experience tells you that a successful vote outcome depends on the cooperation and resources of a number of industry participants. DTC, Broadridge, a solicitor, a printer, and now, in 2012, several other partners may also be employed. This Meeting Guide outlines the roles each of these play in the Meeting process and it provides sample letters, required forms, and detailed instructions to perform these important tasks.
Regulatory changes, have raised the bar to achieving a desired voting percentage. Your firm may need the special capabilities of a proxy solicitor in order to get the votes you need – even for a quorum. This may be true especially if any one of your proposals is controversial or is opposed by a known block or activist group. We work closely with all the major proxy solicitors, but we recommend Morrow & Co. because we find that they offer the best combination of expertise, responsive service, and technology.
Please direct any inquiry or question you may have to us as soon as possible.
Broadridge Financial Solutions, Inc.
Broadridge plays a major role in facilitating communication between a corporate issuer and its shareholders. Since this communication is extremely important, the basic information we are providing on Broadridge's role should help this communication process.
Five days after Broadridge has been informed of your record date and Meeting date,
it will have an estimate of the material requirement to mail to beneficial shareholders. Three business days after the record date, Broadridge will provide a record date Position Report and Confirmation, indicating the exact material requirement to mail to your beneficial shareholders. Continental can provide you with these numbers, or, if you would like, you can visit Broadridge directly at www.broadridge.com, or use their automated system at 631.254.7067. Have your CUSIP number available to use the system.
For fulfillment under Notice and Access, intermediaries (Broadridge) must prepare their own Notice and customize it to indicate how clients can provide voting instructions to the intermediary. Please note that Broadridge must receive the link to your proxy materials no later than five business days prior to your mailing date. Hence, issuers will have to provide the Notice information to these intermediaries or their agents in advance of the 40-day mailing deadline.
The intermediary has three business days from receipt of the request from the investor for hard copy material to forward it to the company or its agent, which, in turn, has three business days from its receipt to forward it back to the intermediary, which again has three business days from its receipt of the materials to forward the request to the investor.
Obviously, when the various three day periods are totaled – with mailing times added – the cumulative time from investor request to the receipt of the requested package may be three weeks or longer. In this scenario, there may be very little time for the investor to vote or to vote in an informed manner.
Our View – Broadridge's Proxy Services
You may be aware that Broadridge is offering its proxy distribution services for both registered and beneficial (street) holders. While the concept of "one-stop shopping" may seem appealing at first glance, experience over the past several years indicates that this approach results in a number of significant problems. Most notably, Broadridge does not provide the scope of services that we at Continental do. Additionally, using the Broadridge services for your registered shareholders will increase your costs.
Broadridge Services Fall Short in Several Areas, as Follows:
• Broadridge does not return address change information to the transfer agent. In this regard, their practice does not comport with SEC requirements, which mandate that issuers and their transfer agents record the "last date of contact." This information must be maintained by your agent to comply with lost-shareholder search and escheatment requirements.
• Broadridge does not furnish the issuer with any shareholder comments. As an issuer, you are not able to address shareholders' questions or concerns in a timely fashion.
• Broadridge does not forward any shareholder-appended information regarding transfers, lost certificates, or other matters critical to maintaining pristine records
and reducing escheatment costs.
• Broadridge requires transfer agents to supply registered shareholder information to them via secure Excel files and lists, services which will result in additional costs.
• Finally, many clients have contracts which already include the services Broadridge will offer. Contracting with Broadridge will merely double the cost without the issuer deriving additional benefit.
Continental is in the best position to distribute materials to your registered shareholders and to tally their votes in an accurate manner. We encourage you to use Broadridge for your beneficial holders only.
Overview
Continental's experienced staff is available to assist you in achieving a smooth and cost-effective Meeting. However, there are several key tasks and recommended timelines for you to consider:
• Continental must be notified of the model you will employ under Notice and Access when the record date and meeting date are set.
• Have the proxy card approved by Continental's proxy services for printing by the record date.
• Establish and have the web site available on the mail date.
• Allow four to five weeks between the proxy mail date and the Meeting date (41 calendar days under the Notice Only option).
The Annual Meeting project can best be viewed in a number of stages: Preparation, Mailing, and the Meeting/Tabulation. These stages are outlined on the following pages.
Directory of Exhibits
For a clear overview of the Annual Meeting process, click to view:
Exhibit: Proxy Department – Annual/Special Meeting Sequence (Flow Chart)
Exhibit: Typical Annual Meeting Timeline
Other helpful exhibits include:
Exhibit: Annual/Special Meeting Checklist
Exhibit: Letter of Instruction to Continental
Exhibit: DTC Security Position Reports (SPRs)
Exhibit: Online Proxy Information Access
Exhibit: Proxy Cards: Card 1 | Card 2 | Card 3 | Card 4
Exhibit: Sample Proxy Vote Totals
Contact Information for Continental and Our Partners
Next Page | Opening Page | Previous Page | Introduction
Stage 1: Preparation | Stage 2: Mailing