The matters discussed in this Newsletter were addressed during meetings with the Staff of the Securities and Exchange Commission (“SEC”) in Washington, D.C. on October 20, 2015 and with the Staff of the New York Stock Exchange (“NYSE”) in New York City on October 21, 2015. About the Independent Steering Committee of Broadridge:
The Independent Steering Committee of Broadridge (“the Committee”) was formed in 1993 to serve as an independent oversight body charged with monitoring the performance, voting accuracy and readiness of Broadridge and its predecessor firm in conducting the U.S. street name proxy system on behalf of the nation’s banks and brokers.
The Committee, organized from within the securities industry with the encouragement of the SEC, consists exclusively of persons who are neither current nor former employees of Broadridge (“BR”). The members represent the four industry groups involved in the proxy process: issuers, institutional investors, brokers and custodian banks.
The purpose of this Newsletter is to share with a wider audience the developments that are shaping the U.S. proxy system and to encourage broad participation in promoting the efficiency and integrity of that system.
Stephen P. Norman President, S.P. Norman & Company, LLC Committee Chair & Editor
At its annual update meeting with the SEC Staff on October 20, the Committee expressed its desire to play an active role in recommending the design and operational features of the Universal or ‘shared’ Proxy that the SEC has requested be developed to enable shareholders to vote for directors in contested elections. The SEC’s stated goal is that shareholders confronted with voting for opposing slates of directors, or in instances in which there are more director nominees than there are open seats, should have the same convenience that they now enjoy when marking a single proxy when in attendance at a shareholders’ meeting.
Noting the proxy-related expertise available on the Committee, as well as the diversity of viewpoints represented by its members, the SEC Staff indicated that it will welcome the Committee’s input in connection with the promulgation of the SEC’s rules regarding universal proxies. Top
The Committee received a report that between January 1 and June 30, 2015, Broadridge processed votes for 56 shareholder proxy access proposals and 7 management proposals, generally embodying the terms of the vacated SEC access rule, e.g., 3% of outstanding shares, held for 3 years and limited to electing 25% of the board. In addition, 42 companies have voluntarily adopted proxy access bylaws, including 21 Fortune 500 companies. In light of the growing number of companies offering proxy access, the Committee noted that, in implementing proxy access, participants in the proxy industry will have to address the same logistical and ballot design issues that are presented by universal proxies since proxy access will also involve more director candidates than there are open seats. Accordingly, the Committee stated that its upcoming review of the issues related to universal proxies will also include the logistical issues facing proxy access.
The Committee received a report that since the inception of the service the number of virtual shareholder meetings held by companies had risen to approximately 400, with approximately 75 held in 2015 alone. The trends in the meetings held are that 55% of the meetings are virtual only and 45% are hybrid meetings. 85% of the shareholder meetings are audio or telephonic only participation while 15% provided live video to participants. Top
Broadridge stated that the End-to End Vote Confirmation Working Committee had continued to meet throughout 2015 but was still unable to announce that the full end-to-end vote confirmation that had been approved at a University of Delaware Symposium in 2010 had been supported by all members of the Working Committee. Broadridge stated, however, that the Working Committee had agreed to another Pilot Program involving 22 companies for the fall 2015 proxy season. The institutional investor members of the Broadridge Steering Committee again expressed their view of the importance of achieving full and precise voting confirmation for all U.S. corporations. Top Technology
Broadridge briefed the Committee on the series of load tests and upgrades it will perform prior to the upcoming 2016 Proxy Season to assure that it will have the capacity and resiliency to handle peak volumes during the busiest days of the season.
Broadridge then discussed the testing and investments made to provide the highest level of disaster recovery and business continuity. Key elements in meeting these goals are the multiple redundancies and distributed systems that permit load shifting of proxy processing capability to back-up sites. Broadridge’s disaster recovery and business continuity infrastructure has received the highest ratings by the external bodies that evaluate financial firms.
In addressing data security and its commitment to preserve the integrity, availability and protection of client data, Broadridge stated that it is following the National Institute of Standards in Technology (NIST) framework, a new protocol established by the U.S. government to test and promote cyber security. Top
Broadridge stated that the redesigned ProxyVote.com platform was successfully launched on September 17. The redesign project had been undertaken to refresh the site and the email message directing individuals to the site, both to make on-line voting more appealing to the retail investor and to make the site easier to navigate. Industry participants will be watching the 2016 proxy season to see if the new site helps to re-engage the retail segment. Top
Broadridge presented a Report of 2015 Proxy Season Key Statistics & Performance Rating that ended on June 30. The number of shareholder meetings processed during the 2015 season increased slightly from 4,071 to 4,114 while the number of shares processed rose significantly to 455 billion in 2015 from 409 billion last season. Average quorum declined from 85.7% in 2014 to 84.1% this year, likely due to the increase in mutual fund meetings in which voting participation tends to be lower. Other statistics included 2.21 average days between receipt and distribution of proxy material in 2015 compared with 2.19 days a year ago. Voting on the two internet platforms - ProxyEdge and ProxyVote.com - totaled 93.7%; voting via paper proxies represented 5.8% and telephone voting was 0.05%. The retail segment’s share of total U.S. share ownership increased in 2015 to 32%. However, voting rates of retail shareholders declined slightly to 28%. The Committee noted that low retail voting participation presents companies with significant opportunities to engage this shareholder segment.
The statistics include a report on Broadridge’s performance relative to the Committee’s measurement criteria. On a scale of 0 to 8, Broadridge achieved 7.98, a near perfect score.