 |
|
Annual
Meeting Guide Next page
|
Stage 1: Preparation
All
large accelerated filers must choose one of
the options as set forth below. All Continental
clients must understand that the Notice and/or
Proxy cards must be printed by Scotti Graphics
to ensure a timely and seamless delivery. We
cannot make an exception! Option
1 Option
2 Option 3
Your choice among the options available need not be left to chance or mere guesswork. To provide assistance to your decision making, Continental has partnered with Alliance Advisors, LLC (AAL). AAL is a Shareholder Meeting Consultancy dedicated to providing public companies with consultation and management service in connection with the shareholder meeting process. AAL can provide an analysis of your entire shareholder base to determine which of the alternatives may best serve your needs and be most economical. Clearly, every issuer should carefully review the full range of its options before selecting an alternative appropriate to its needs and those of its shareholders. AAL can manage the
entire Notice and Access process on behalf
of the issuer, including
Registered shareholders must be able to request hardcopy of the Annual Meeting materials at any time via a toll-free telephone number, an e-mail address or via the Internet. Requested material must be mailed, within (3) three business days of the receipt of the request, by first class mail. The fulfillment center must track fulfillment requests and delivery information as well as inventory levels. Continental is equipped to manage this requirement by using our fulfillment center to warehouse material and fulfill requests utilizing our print on demand capability. Should you decide to serve as your own fulfllment center, you must coordinate this with Continental in advance of the mailing.
SEC regulations mandate that issuers provide electronic access to Annual Meeting materials; these requirements set specific standards for web hosting and apply even if the Notice and Access model is not adopted. The web version of the documents must match the printed copy as closely as possible. SEC regulations require issuers to post the Annual Meeting materials on a web site no later than the date on which the Notice is sent to shareholders. The web site posting must include the proxy card, the proxy statement, the Annual report (Form 10K, if not included in the Annual Report), along with any additional solicitation materials. The web site must be formatted to be convenient for both viewing and printing and must contain all pertinent information, including charts, tables, etc. in a format similar to the printed version. Additionally, the material must be presented in a readily searchable format, such as HTML. Hyperlinks to facilitate navigation among the documents are recommended and the electronic voting site may be linked to the site hosting the proxy materials. The availability of electronic voting is mandatory for all issuers, regardless of the Notice option elected. Continental has partnered with EZ Online Documents (EZOD) to provide SEC compliant services for both document conversion and cookie-free, dedicated web hosting for our clients. EZOD will provide three levels of service for document conversion and one year hosting services. All large accelerated filers must choose one level of service for document conversion (proxy statement, 10K) and use EZOD for hosting these documents. A unique company specific URL will be established that will be printed on your proxy card; therefore, we cannot make any exceptions! The URL established for your company can be linked to and from your company web site, the voting web site, electronic delivery and Broadridge. You can elect to fashion a basic web site or an enhanced version as an option. Costs will vary by option. Go to www.cstproxy.com for more information.
Shareholders electing to receive electronic delivery of proxy materials can do so when voting their proxy over the Internet. This election will reduce the issuer’s future costs. Shareholders wishing to continue to receive hardcopy material will do so until such time as they consent to electronic delivery by using the telephone Internet or e-mail options available to them to do so. Continental will store all
election information for each issuer. This
information will be vital to determining the
quantity of materials that will have to be
available in hardcopy format. This procedure must be followed for every Meeting, except when a shareholder has notified the issuer that they have elected to receive hardcopy material. This shareholder election is deemed permanent, unless revoked by the shareholder.
The SEC permits issuers to mail one copy of the annual report and proxy statement to a “household” with the shareholder’s implied consent. A Householding Notice must be mailed at least 60 days in advance of the Annual Meeting date if householding will be employed. Consequently, this option should be discussed at least 4 months before your Annual Meeting mailing.
The electronic distribution of materials over the Internet has many advantages, both for the company and its shareholders. Through our ContinentaLink, Continental can distribute your materials electronically with a link to your annual report and proxy statement. The option of electronic distribution applies only to consenting shareholders.
Click to view Exhibit: Letter of Instruction to Continental.
The Securities and Exchange Commission (SEC) requires issuers to provide banks, brokers, etc., with notice of a record date at least 20 business days prior to the record date of an Annual Meeting, or as soon as practicable prior to a Special Meeting. Once Continental receives notification of your dates, we will begin the search process unless you hire a solicitor.
The Depository Trust Company (DTC) maintains the security positions of the banks/brokers that are critical to your vote. You will have to take the steps to obtain required information from DTC. Note that your firm must be a registered user of DTC’s Security Position Reports (SPR) via its web site. Additionally, you must also authorize access to the SPR site to any third party (your transfer agent, solicitor) users. Click to view Exhibit: DTC Security Position Reports (SPR’s).
Continental’s Internet and Telephone Voting Services complement the traditional method of voting a proxy by mail. These electronic methods not only reduce postage costs, but they are also very convenient and result in the immediate recording of votes. The use of Internet voting also allows the shareholder an opportunity to give “consent” so that proxy material can be delivered electronically in the future. See page 26 for Exhibit: Internet Setup Form.
To avoid delays in the proxy mailing, a test file of any external Plan file(s) should be submitted to Continental at least 30 days prior to the record date. (We request that an example of your file layout be sent well in advance.)
Recent NYSE regulatory changes regarding equity plans, majority voting on Director elections, as well as soon to be non-discretionary voting and e-delivery will make achieving successful voting percentages in the future more difficult. Employing a solicitor will increase your chance of achieving a successful vote for your Meeting. The solicitor will assist you in working through the maze of procedures and challenges involved in soliciting proxies. While Morrow & Co. is our preferred vendor, Continental has a long history of cooperation and working effectively with any solicitor you select.
Next
page | Opening
page | Introduction |
|
Issuers electing the Notice and Access Only
approach must send a Notice to shareholders 
Continental Stock Transfer & Trust
Company