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Helping public companies and their suppliers deliver better and more cost-effective programs since 1994

Annual meeting services

Of all the money spent by public companies on the care and feeding of shareholders, the Annual Meeting consumes by far the lion’s share. Just about every supplier represented in this issue is involved in some way – whether it’s your printer, mailer, transfer agent, plan agent, data-handler, tabulator, proxy solicitor, strategic advisor or inspector of election. And, please note, this area represents not only your biggest spending area, but your biggest opportunity to save money by rethinking and revamping your usual drill, in order to “optimize” your spending....

We can also tell you, from close personal observation over many years, your annual meeting can actually become one of your biggest and best opportunities to create value for your company - and for you to become a shining star...Or, heaven forbid, it can also be an occasion to fritter away big money, or worse yet, for there to be a big snafu, where you can fall flat in a potentially career ending way.

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We think we are seeing a very significant inflexion point where shareholder meetings are concerned: Over the past ten years many companies tended to think of the shareholder meeting as a necessary evil at best, and something to be gotten through as cheaply and as quickly as possible. Today, however – thanks largely to the upsurge of activist investor activities we are witnessing – and to their continuing successes – companies are starting to plan earlier, to reach out proactively to investors of every stripe, to hire strategic advisors to help them, to work harder to make their printed and web-based proxy materials clearer and more inviting to read, to pay more attention to the tabulation, reporting and vote-certification processes – and even, at long last, to pay more attention to the often determinative retail investor vote.

Another big change that we have been long predicting, and that now seems to be gaining steam, is bigger and better use of the Internet – by public companies and activists alike – to communicate more effectively with investors, and to round up their votes. Among the major trends we see; far better presentation of web-based materials, a surprisingly large number of voters who are using mobile devices to review materials and to cast votes, greater use of “virtual shareholder meetings” and company-sponsored “virtual shareholder forums” - and OUCH! – “virtual shareholder forums” that are sponsored by dissident groups - which can be mighty compelling and effective tools indeed.

If we were to offer only one tip here, it would be to think about your next shareholder meeting using the zero-based-budget approach - looking to truly “optimize” each item in your budget: Set aside your old playbook – the one you have been routinely marking up year after year – and look at every single element of your shareholder meeting from a fresh and more modern and more “shareholder-friendly” perspective…guided by a very clear understanding of what, exactly, you want to accomplish with your meeting

If we might offer a second tip, it is to look at our articles about virtually everything one needs to know about planning and conducting an annual or special shareholder meeting:

Rules of Conduct

Site-Selection

Dealing with Gadflies

Tabulating -

Inspecting and Reporting on Results

Virtual Shareholder Meetings

and, though we hope you will never need it…

Our Primer on Proxy Fights

Broadridge

No more struggles to coordinate multiple vendors. No missed deadlines or budget surprises. Save time and cut costs by consolidating all steps of the annual meeting process—from planning and distribution to vote tabulation and reporting—across all shareholders. Virtual, in-person, and hybrid meeting options engage shareholders and offer a full range of voting methods.

A secure campaign management portal provides guidelines, timeline requirements, pricing tools, job status, and more.

Print and electronic delivery options speed turnaround and reduce printing and postage costs. Shareholders can view materials online and vote from the mobile device of their choosing. Targeted reminders increase participation and stimulate voting.

Shareholder Data Services provides a complete, actionable view of shareholder ownership, voting behavior and results at critical milestones throughout the proxy campaign. It offers the ability to segment and identify critical unvoted accounts for timely reminders.

Broadridge Virtual Shareholder Meeting service is the only solution of its kind that allows validated shareholders to participate fully in online annual meetings—hearing or watching the proceedings, voting and asking questions.

www.broadridge.com/corporateissuer

Computershare

Computershare offers our issuer clients a full suite of annual meeting services, from initial planning through real-time vote tabulation and voting. Our clients save on printing and mailing costs through our e-delivery and electronic voting solutions, while saving time by having Computershare manage the voting process so they don’t have to.

www.computershare.com/annualmeetings

Donnelly Financial Solutions

Donnelley Financial Solutions can help streamline your annual meeting and proxy events from our broker search capabilities, real-time online vote results, final tabulation and inspector-of- election services through 8-K filing of tabulation results. We can also manage and centralize communications for all parties, and fulfill and distribute proxy materials.

Ron Schneider
Director, Corporate Governance Services
212.341.7593
917.658.9593

Ellen Philip Associates, Inc.

We’ve been a specialty player in the shareholder services community for close to 40 years. Our focus is on situations that can’t be readily accommodated in routine processes, frequently because time is short. Flexibility is our stock in trade. We specialize in state of the art tools for collecting, presenting and distributing data by means of the Internet and telephone.

We welcome challenges that oblige us to reach out for new skills and to use old skills in innovative ways. We’re independent tabulators and have a broad array of services related to corporate actions and the proxy process. Speak to us if you start wondering how you’ll get something done.

(212) 807-0477 • www.ellenphilip.com

Laurel Hill

The Laurel Hill Advisory Group is North America’s only independent cross border Shareholder Communications Advisory Firm. When a response from a shareholder base is required -whether as simple as a routine meeting or as complex as a hostile take-over or addressing escheatment matters, Laurel Hill makes certain the required response is attained.

Our team’s experience includes the best proxy fight win record of any firm since our inception eight years ago. Our independence means we focus solely on serving our clients interests as we are not subject to the conflicts that arise within other proxy firms, which have transfer agent ownership.

Cross border operations allows us to effectively reach shareholders regardless of their location – Canada, the US or globally. We have offices throughout North America, giving our clients first rate cross border capabilities that specialize in contested or annual meeting solicitation, information agent services, Mergers and Acquisitions, special meeting solicitation and shareholder asset recovery programs.

We believe that public issuers need to be proactive rather than reactive. If you agree, give us a call.

Independence | Experience | Results | www.laurelhill.com | (516) 933-3100

Okapi Partners LLC

Okapi Partners LLC is a strategic proxy solicitation and investor response firm providing a full range of solicitation and information agent services. Okapi Partners represents clients including activist investors, corporations and mutual funds and provides expert consultation and advice as well as superior service, top intellectual capital, established industry relationships and outstanding execution capabilities.

Headquartered in New York City, the experience of our senior management team working with clients on both sides of mergers, proxy fights, hostile tenders and rights offerings gives us unrivaled insight into how investors respond to formulate a successful campaign.

(212) 297-0723 • OkapiPartners.com

Regan & Associates

Leading the way in Proxy Solicitation, Mutual Bank and Credit Union Conversions, and Proxy Fights

Always remember: “What works on Wall Street doesn’t always work on Main Street” We are THE EXPERTS at what will work on Main Street.

www.ReganProxy.com • (212) 587-3005 • (800) 737-3426

Wells Fargo

A trusted provider for more than 80 years, Wells Fargo Shareowner Services knows how to expertly serve your company and its shareowners. Our clients have rated Wells Fargo as the industry’s best for 16 of the past 17 years. Combine that with our innovative technology, robust controls, and the industry’s most recognizable name, and you have the solution your shareowners need. Whether you’re switching transfer agents, executing a complex corporate action, or taking your company public, start a conversation with Wells Fargo Shareowner Services today.

1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
www.wellsfargo.com/shareownerservices
800-767-3330

Morrow Sodali

Shareholder meetings, both annual and special, are a mainstay at Morrow Sodali. Our seasoned staff has extensive experience which enables us to devise and implement customized solutions for your organization’s unique requirements. Our dedicated teams handle all aspects of your solicitation beginning with an analysis of your shareholder profile, a thorough review your preliminary proxy statement focusing on identifying potential issues with proxy advisory firms, full logistical support, and continual updates throughout the solicitation.

Gerard Mucha, COO
(203) 658 9400
morrowsodali.com

Tollefsen Business Law PC

Stephen Tollefsen helps smaller reporting companies find affordable solutions. Whether coordinating annual meeting services, dealing with corporate governance, shareholder activist or proxy issues, Mr. Tollefsen provides advice and counsel while enabling smaller reporting companies to comply with the requirements of state and federal securities laws in a cost-effective manner. Mr. Tollefsen has successfully represented both shareholder activists seeking representation on the board of directors, as well as issuers defending against insurgent attacks and hostile takeovers.

Tollefsen Business Law PC
(425) 353-8883
st@tbuslaw.com