Important Information About Continental Stock Transfer
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Proxy/Annual Meeting
No single corporate event is as important
or as visible as the Annual Meeting of Shareholders.
Our dedicated and experienced
specialists, and our Annual Meeting Guide
ensure that you will be ready.
Learn
more.
TRANSFER AGENT
SERVICES
At Continental Stock we offer all the services you would expect – and more. For information on the following services, click any of the links below. We encourage you to view the partners section on this site. Our partners provide a variety of specialized services that compliment Continental’s service offerings.
System/Facilities
Proxy
Proxy and Meeting Services
General Guide / Meeting and Proxy Services
Internet Services
Dividend Payments and DRP
Escheatment Services
Reorganization Department Services
Lost Security Searches
Address Changes
Check Reconciliation
Research
Tax Reporting
Dividend Reinvestment and Direct Stock Purchase
Plan
Continental has the technology – all of it. We use the latest version of SunGard’s CSSII system, the most widely accepted and recognized stock transfer processing system in the country. The flexibility of this system allows us to remote to SunGard’s facility with extreme up-time dependability. Processing is accurate, reliable and very cost effective. All work is backed up daily and our disaster-recovery programs are tested regularly.
Our system offers features which are more than competitive with any other agent. Work is processed in an online environment. Imaging technology has been incorporated and we even have ContinentaLink, an extremely comprehensive Internet service which continues to grow in importance with our clients as we continue to enhance it and add features. A demo of this service is available on this web site.
Naturally, we will retain a cutting edge position in Internet systems’ development. More information on our Internet service is contained in the Internet section of this presentation.
For more information, contact dgress@continentalstock.com.
NOTE: For full information on this topic please click to see our new Annual Meeting Guide.
Proxy continues as one of Continental’s strongest areas, a fact which pleases us – and our clients – since this area tends to draw extreme visibility, at least once a year.
At Continental, we do it all – whatever the client needs! All Annual Meeting activities are coordinated by our full-time Proxy staff of specialists. As a client you are provided with an updated annual meeting informational packet similar to the example contained in the General Guide / Meeting and Proxy Services section. This suggests timing for the delivery and movement of materials and contains comments on any changes to procedures which will improve voting results. Generally speaking, we work closely with our clients and their outside vendors, coordinating the development of a proxy card, its printing, the ordering of suitable envelopes and the timing for the receipt and mailing of the materials. All of this is done in concert with the handling of street name materials.
Click here to see flow chart depicting a typical Annual Meeting sequence.
You may elect Internet access to proxy tabulation as well as offering Internet and telephonic voting to your shareholders. Both of these methods offer convenience and cost savings. Finally, electronic delivery of material over the Internet is available to subscribing shareholders.
NOTE: For full information on this topic please click to see our new Annual Meeting Guide.
The Proxy Department handles a wide variety of important and very visible functions surrounding client corporations’ Annual and Special Meetings.
Leading industry surveys consistently rate Continental's proxy services best in class.
Close attention to detail and timeframes by experienced personnel insure a successful Meeting. Important functions involved in the process include: the setting of the proxy record date, printing of materials, tallying of proxies, broker searches and attendance at the Meeting as the Inspector of Election.
The process begins with notification. The
client will provide Continental with the
record and meeting dates. At this time, the
services to be provided to insure a successful
vote will be determined. If requested, arrangements
for the telephonic and Internet voting of
proxies are made. The meeting dates and service
requirements are recorded on the department "Events" calendar.
A number of important steps then occur, some
simultaneously.
• The client will request that ADP and non-ADP
brokers forward to Continental the amount
of material needed for shares held in "street
name."
• Continental will send search cards to brokers
requesting the number of proxy cards needed.
• Once the search cards are returned and
ADP and non-ADP brokers have responded, Continental
will provide the client with the number of
sets of materials required for street positions.
• Continental will produce a record date
shareholder list reflecting the number of
shares held by each shareholder and establish
these numbers within our system after the
total number is verified against the number
of shares outstanding.
• Testing is performed within the system
to insure the accuracy of the information.
• The proxy card proof is approved and cards
are first printed and then imprinted with
the specific shareholder information and
vote total.
• Proxy materials, including proxy cards,
are mailed.
Returned proxies are examined for accuracy and shareholder comments and then voted. Votes obtained via the Internet of telephonic system are automatically entered into the system. Prior to the Meeting a report summarizing all voting results is produced. This report shows both voted and unvoted positions. Total voted continue to be updated and a final vote total is provided to company officials at the Meeting. An experienced Inspector of Election is available to attend the Meeting to manage any voting and provide final results.
A record of the results along with other documentation is kept on the client file.
The above sequence is intended to be descriptive of the process. Additional steps, including interface sequences with an outside solicitor and daily communications with the client have been omitted.
General Guide/Meeting and Proxy Services
NOTE: For full information on this topic please click to see our new Annual Meeting Guide.
Continental Stock Transfer is pleased to
provide this general guide to several of
our services related to your Annual or Special
Meeting. Your understanding of our capabilities
and timeframes for the delivery of services
will allow us to serve you better and will
assure you of the quality you expect. Though
this guide addresses several issues, no attempt
has been made to cover every detail or even
every service we provide. You are encouraged
to contact Gail Schweda with any question.
We welcome these and are happy to assist
you.
• 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 and as soon as
practicable prior to a Special Meeting.
• Banks and Brokers must receive proxy materials
for "routine" meeting in time to
allow them to mail the material to beneficial
holders at least 15 days prior to the meeting.
Since banks and brokers require between 2-5
business days to mail, materials should be
scheduled to arrive at least 20 days prior
to the meeting date. This timetable will
allow banks and brokers to vote the shares
without shareholder direction. Continental
should receive all material approximately
25 days prior to the meeting to ensure a
timely delivery to the banks and brokers.
• Continental furnishes materials to banks
and brokers only upon request. We do not
initiate any calls to firms which have not
requested materials. In addition, we cannot
be responsible for any shortage of material.
The printing of the Annual report and the
proxy material usually occurs prior to our
receipt of a full response from the banks
and brokers. With only limited information,
Continental can only suggest a quantity that
may be adequate. Re-printing of material,
if required, is the responsibility of the
issuer.
• Continental strongly recommends that issuers
allow a minimum of 30 days (more if a consent
item is on the agenda) between the mailing
date of proxy material and the meeting date.
This 30 day allowance is especially necessary
during the period between April and June,
the heavy proxy season. Hence, using this
suggested timeframe and allowing for compliance
with various rules set forth by the Exchanges
and the SEC, it is recommended that the record
date be set approximately 50 days prior to
the meeting date.
• It is extremely important that you notify
us of any record date as soon as possible
and certainly no later than the business
day prior to such record date.
• Your notification of any record date should
be confirmed to us in writing and explicitly
detail the services you are authorizing us
to perform. For example, indicate the item(s)
to be mailed, the party which will mail broker
search cards and proxy material and the parties
which will tabulate proxies, provide envelopes,
etc.
• Please bear in mind that we generally require
at least three (3) business days after the
record date to generate lists, labels, etc.
in order to commence a mailing. Hence, materials
should be in our offices by the record date,
if at all possible.
• After your notification to us of a record
date, we will communicate with the Depository
Trust Company (Cede & Co.) to establish
the record date. Shortly thereafter, you
will receive a letter from us requesting
that you send Cede & Co. a letter instructing
them to send Continental a listing of their
participants holding your stock (Omnibus
Proxy) for tabulation purposes. You will
receive the hardcopy of this listing soon
after the record date of your meeting.
• Special Meetings and Annual Meetings with "controversial" or "non-routine" proposals
require shareholder response in order for
banks and brokers to vote. Timing is more
critical in these instances. Banks and brokers
should receive the material to be mailed
to beneficial holders at least 40 days in
advance of these meetings.
• Continental will only provide proxy solicitation
of the "street" upon specific request.
Should you require the street vote to pass
a proposal, we can deploy our experienced
staff to work to obtain the highest percentage
of votes possible. This service is available
for routine, non-routine and special meetings.
Separately, we would like to remind you that the State of New York routinely demands the escheatment of shares from dormant accounts. Escheatment can be avoided if contact with a shareholder is documented. It is important that you forward us all written communications from New York and non-U.S. shareholders so that we can annotate contact with these accounts on our recordfile. Non-dividend paying clients for which we do not tabulate proxies should forward a copy of all proxies voted by New York and non U.S. shareholders, again, so that the recordfile can be annotated.
We recommend that this letter be shared with your counsel and/or public relations firm, since they play an important role in coordinating dates, the printing of material and filings with the regulatory agencies.
We hope you find this information useful and again encourage you to contact us with any questions.
For more information, contact Gail Schweda, gschweda@continentalstock.com.
NOTE: For full information on this topic please click to see our new Annual Meeting Guide.
Continental Stock Transfer was the first Agent to make Internet services optionally available to each of its clients through ContinentaLink. Today, we have established ourselves as an experienced innovator among agents using the web. Our web services continue to evolve in helpful ways. We will continue to enhance this service to meet the growing and diverse needs of all our clients.
As an added benefit to clients, we are able to maintain shareholders’ e-mail addresses on our database and separate the total file into an "e-holders" and "other" shareholders to manage communications and minimize cost.
Our Internet services can be modified to
meet the individual needs of clients. Three
choices are available. "Internet Voting
Only" is available for annual and special
meetings. "Shareholder Access" provides
shareholder inquiry access through use of
a secure PIN routine to the following features:
• Full shareholder profile.
• Complete share holdings.
• Dividend payment and check payment history.
• Dividend reinvestment history.
• Address change option.
• E-mail availability.
• Tax and withholding information.
• W-2 form view/print.
"Client Access" allows corporate
clients full access to all shareholder records,
plus the following:
• A wide variety of analytical and statistical
reports.
• Shareholder summaries.
• A label routine.
• A complete menu of options to enhance DRP
processing, including, customization for
each client’s DR Plan, a sign-up menu (print/mail
or electronically submit option), provision
for optional cash sign-up or ACH debiting.
Reporting is an especially strong feature of ContinentaLink. Desired reports can be scheduled or requested anytime. These can be delivered in a variety of methods, including e-mail delivery in just minutes after your request. Reports are in Microsoft Excel format, an extremely useful feature, which will allow information to be incorporated into other documents easily.
We encourage you to "test drive" the Shareholder Access portion of our ContinentaLink service by going to continentalstock.com, clicking "ContinentaLink, Full Service" and then selecting "Sample Account" on the following page.
For more information, contact Donald Gress, dgress@continentalstock.com.
Continental Stock Transfer offers a complete
range of dividend payment and DRP services.
We are very flexible in our approach and
we offer all available options. For example,
we happily work with clients wanting a customized
check or DRP statement and we will work with
you to be certain your priorities – not ours
– are met. Likewise, we do not insist that
you draw your check on our bank. We will
work with clients which want dividend checks
drawn on the bank of their choosing. Finally,
we have all the services, including:
• EFT services, including payment services
and solicitation of new accounts.
• Internet access to dividend and DRP historical
information.
• Flexibility to handle any DRP option, including
periodic debits for optional cash and safekeeping.
• DRP enrollment over the Internet.
For more information, contact either Anthony Antonio, aantonio@continentalstock.com.
*************NEW VERSION OF DIVIDEND PAYMENTS*********
Dividend Payments
In
addition to processing dividend payments
in a flawless and timely manner, Continental
is able to offer its clients a number of
features designed to enhance their corporate
image and provide shareholders convenient
features and options. Among the choices
clients have are:
• Custom check with corporate logo
• Custom address-change notice card
• Year-to-date dividend information
• Generic check
• Direct-deposit feature
The Dividend Department has been managed by Tuuli Huovinen, Assistant Secretary for over 20 years. For more information, contact her at thuovinen@continentalstock.com, 212.845.3239.
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Continental provides a full range of Abandoned Property and Escheatment services. The process begins after an account is noted as "lost." This typically occurs after mail is returned and it cannot be successfully re-delivered. At this point, the account is coded "lost" in our system, and any property due the holder is held. If the account holder provides us with updated account information, we document the changes and release any property.
Once an account has been coded as "lost," under SEC Regulations, we are required to search for a more current address. Continental uses an outside search firm to assist in this process of mandatory searches.
Should the account remain "abandoned" and be potentially subject to state escheatment regulations, Continental will send a "Due Diligence" mailing to the account’s last known address. Validated updated information we receive at this point will be added to our records and we will forward any property we hold to the holder.
Escheatment on a yearly basis to all states is required. In this step, a listing of all accounts subject to escheatment, along with all unclaimed property is sent to the state of last known address. Property abandoned by any foreign account and accounts with incomplete addresses (no state of residence listed) is escheated to the state of incorporation of the issuing company. A copy of the final escheatment report is sent to our client companies for their records.
Escheated property may be claimed by the shareholder or the estate of the shareholder. Contact with Continental should be made in writing to confirm information related to the escheated account. We will then send a letter to the claimant and provide a contact point in the appropriate state to make a claim for the property.
For more information, contact Anthony Antonio, aantonio@continentalstock.com.
*************NEW VERSION OF ESCHEATMENT*********
Escheatment/Abandoned Property
Continental offers comprehensive escheatment and abandoned property services, which conform in every respect to current regulations. Consequently, we report and escheat to all 50 states, based on the “date of last contact” field on our database. We are able to produce reports by state, based on the dormancy period of each state, and then mail the mandated “due diligence notice” as required by each state’s law. Shareholders who do not respond to the notice, or if the notice is returned as undeliverable, will have their property deemed to be abandoned and subject to escheatment to the shareholders’ state, based on the shareholders’ address. Shareholder accounts lacking an address and accounts of foreign holders are escheated to the state of the company’s incorporation.
Continental also offers effective optional programs designed to locate shareholders prior to escheatment.
The Escheatment Department is managed by Glenda Friday. For more information, contact her at gfriday@continentalstock.com, 212.845.3267.
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Reorganization Department Services
Continental has the experienced and highly
motivated, long-tenured staff to handle all
types of corporate reorganizations, such
as:
| Tender Offers Mergers SPAC/Business Combinations Exchange Offers Odd-Lot Buy/Backs Dutch Auctions |
Redemptions Conversions Rights Offering Stock Split Subscriptions |
All Corporate Actions services are handled
on an individual, tailored basis to ensure
accuracy, compliance with stock transfer
regulations and timeliness for the satisfaction
of both clients and shareholders.
Challenged by the complexities of Reorganization on a daily basis, our staff handles jobs ranging from the basic to the most complicated types of corporate actions. In addition to processing presentations, the staff is required to interact with clients and shareholders. Each job has specific requirements, and is set up by senior managers who have handled some of the industry's largest and most complex transactions. All work must comply with the established rules and guidelines of the Securities Transfer Association and the S.E.C.
When a client selects Continental Stock
Transfer as their Stock Transfer & Registrar/Exchange
Agent, they get:
A. Direct access to the department Manager;
B. Complete mailing services;
C. Examination of surrendered securities;
D. Notification to the presenter on items
requiring additional documentation to complete
the transaction;
E. Updating Reports (if requested) on the
process
of the on-going action;
F. Necessary tax information and reporting
to the
appropriate Government Agencies;
G. Escheatment of aged unexchanged items
to the
various State Agencies.
Our advanced technologies and our commitment to the needs of each individual client and shareholder allow us to process all reorganizations with the assurance of accuracy and timeliness.
SEC regulations require that any shareholder account classified as “lost” must be researched by an outside firm prior to escheatment. Continental employs a firm expert in this area to manage this requirement. All information supplied to this firm is securely transmitted. Accounts which are “located” and confirmed have updated information placed on our database and the account receives any property due.
Contact with this department should be directed
to Dawn Tapoler.
dtapoler@continentalstock.com,
212.845.3244.
Address changes are made to our system online, real time, and an address change notice is sent to the shareholder to confirm the change. Continental requires hardcopy notice to change an address. Shareholders using our ContinentaLink Internet service may change their address online any time.
Contact with this department should be directed
to Norma Caminos.
ncaminos@continentalstock.com,
212.845.3246.
Continental reviews all dividend related checking accounts daily for accuracy. A monthly reconcilement is prepared and reviewed by senior management and made available to our clients.
Contact with this department should be20directed
to Ileana Vargas.
ivargas@continentalstock.com, 212.509.4000x305.
Continental’s Research area is responsible for researching and responding to inquiries by shareholders and brokers. Inquiries regarding lost or unpaid checks are handled in this area.
Contact with this department should be directed
to Karimah Raees.
karees@continentalstock.com, 212.845.3242.
Continental issues required forms, 1099DIV, INT, B & OID and 1042S, based on the payments we process. Files are electronically delivered to the IRS using the Fire System. We also handle special reporting required for Real Estate Investment Trusts.
Dividend Reinvestment and Direct Stock Purchase Plan
Continental's Dividend Reinvestment and Direct Stock Purchase Plan provides for a convenient and economical method for new investors to make an initial investment in the Company's common stock, and for existing investors to increase their holdings of the Company's common stock. Click here to download and read the plan details.