End-to-End Vote Confirmation

Transcription

1 January 11, 2017 End-to-End Vote Confirmation Council of Institutional Investors Webinar

2 End-to-End Vote Confirmation Council of Institutional Investors Webinar Webinar Panelists Maryellen Andersen Corporate Governance Officer & Vice President, Institutional & Corporate Relations, Broadridge Financial Solutions Lawrence Conover Vice President of Fidelity Institutional, National Financial Services Lyell Dampeer Corporate Vice President of U.S. Investor Communication Solutions, Broadridge Financial Solutions Steven Gargalianos Senior Manager of Event Operations, Computershare Charles Pasfield Vice President of Client Services, Broadridge Financial Solutions Mario Passudetti Managing Director of BNY Mellon Depositary Receipts Jill Whitney Vice President, Broker & Institutional Service Delivery, Broadridge Financial Solutions

3 End-to-End Vote Confirmation - Council of Institutional Investors Webinar History End-to-End Vote Confirmation projects and pilots provided a forum in which the industry group discussed challenges surrounding vote confirmation and solutions to those challenges Mid 1990 s Institutional investors voiced a desire for end-to-end vote confirmation in order to confirm that their votes were tabulated by the company as cast 2010 Dec 2010 August 2011 Dec 2011 The U.S. Securities and Exchange Commission (SEC) published a Concept Release on the U.S. proxy system that contained a number of items on which the SEC requested comment vote confirmation was one of these items The University of Delaware, Alfred Lerner College of Business and Economics, Weinberg Center for Corporate Governance convened a Roundtable on Proxy Governance with a primary focus on end-toend vote confirmation The Roundtable published The Report of Roundtable on Proxy Governance: Recommendations for Providing End-to-End Vote Confirmation Following the publication, an end-to-end steering committee was formed to review the feasibility of implementing end-to-end confirmation June 2012 The end-to-end working group was formed to work on the detail design for an end-to-end system 2014 A pilot program was conducted during the 2014 proxy season 2015 A second pilot program was conducted during the 2015 proxy season 2016 Announcement from Securities Industry End-to-End Vote Confirmation Steering Committee that the project and the pilots demonstrated the viability of vote confirmation

4 End-to-End Vote Confirmation - Council of Institutional Investors Webinar Recommendations in University of Delaware Report The recommendations from the 2011 University of Delaware End-to-End Vote Confirmation Report were addressed through collaboration and close cooperation among all process participants of the Steering Committee and Working Group These recommendations were successfully developed and adopted Early stage entitlement Exception processing enhancements Vote confirmation

5 End-to-End Vote Confirmation - Council of Institutional Investors Webinar The Industry Group Developed the basic ground rules under which vote confirmation would be offered Developed guidelines surrounding entitlement adjustment Collaborated and developed with Broadridge an online tool which facilitated bank and broker nominee communication with the tabulator during two pilots conducted in 2014 and 2015 production implementation is still under review and discussion Developed an educational webinar for bank and broker nominees and tabulators to familiarize them with the confirmation process and the use of the communication tool

6 End-to-End Vote Confirmation - Council of Institutional Investors Webinar Guidelines and Procedures Procedures were developed and implemented which allow bank and broker nominees and tabulators to reconcile to the vote entitlement; guidelines and procedures were developed to ensure that, if needed, such adjustments could be made in advance of casting votes. Guidelines are an ongoing project for the Working Group

7 End-to-End Vote Confirmation - Council of Institutional Investors Webinar The Communication Tool and Standardized Format The communication tool that was developed enables nominees and tabulators to communicate electronically in standardized format to reconcile to vote entitlement, identify differences and adjust accordingly Implemented for use in two pilots conducted in 2014 and 2015 production version will continue to be discussed by Working Group

8 End-to-End Vote Confirmation - Council of Institutional Investors Webinar Adhere to Basic Ground Rules and Agreed Upon Guidelines Provided that tabulators and bank and broker nominees adhere to the basic ground rules and agreed upon guidelines, the votes they cast which are accepted by the tabulator and recorded as part of the meeting will be eligible for confirmation Given current tabulators and bank and broker nominee qualification parameters, vote confirmation can be implemented without any regulatory changes

9 End-to-End Vote Confirmation - Council of Institutional Investors Webinar Conclusions Vote confirmation will enhance the integrity of the proxy process by providing investors assurance that their votes have been timely counted and voted as instructed

10 End-to-End Vote Confirmation - Council of Institutional Investors Webinar Going forward How do Council of Institutional Investors obtain end-to-end vote confirmation? The tabulator will offer the vote confirmation opportunity based upon the agreed upon guidelines Members using ProxyEdge, are able to request vote confirmation as part of the voting process Members using the web voting service are also able to request if available. If the issuer is a Broadridge tabulation client and the member uses the ProxyEdge voting platform confirmation is already available If using the web voting service, the issuer needs to request vote confirmation for availability ProxyEdge and web voting confirmation is available for other tabulators if the tabulator and issuer allow The CII members can engage the issuer directly to express their wish to confirm their votes

11 Appendix

12 University of Delaware Roundtable End-to-End Roundtable Report In August, 2011 the University of Delaware Roundtable Report was published which included the following recommendations for the industry to focus: Early Stage Entitlement This recommendation focuses on the need for the nominees to bring their record position in line with their entitlement early in the solicitation process Encourage EarlyVoting This recommendation highlights the need for voting to occur earlier inthe process to allow time to reconcile any discrepancies Enhancements to Exception Processing This recommendation asks the industry to develop a mechanism for tabulator to confirm receipt of a vote from a nominee or service provider Vote confirmation This recommendation asks the industry to develop the ability that allows a shareholder to confirm that his or her vote has been received and represented at the shareholder meeting as instructed Report of Roundtable on Proxy Governance: Recommendations for Providing End-to-End Vote Confirmation

13 University of Delaware Roundtable Attendees Roger Coffin (Co-Chair) Weinberg Center for Corp. Governance Katherine K. Combs Society of Corp. Secretaries & Governance Professionals Donald D. Kittell Broadridge Financial Solutions, Kathryn J. Sevcik Wells Fargo Shareowner Services Maryellen Andersen (Co-Chair) Broadridge Financial Solutions Lyell Dampeer Broadridge Financial Solutions Ron Miele Goldman Sachs & Co. Dannette Smith United Health Group Stephen P. Norman (Secretary) S.P. Norman & Co. LLC James Duffy NYSE Euronext Ronnie O Neill Bank of America Merrill Lynch Chad Spitler BlackRock David B. H. Martin (Legal Advisor) Covington & Burling LLP Charles Elson Weinberg Center for Corporate Governance Mario Passudetti Bank of New York Mellon Darla C. Stuckey Society of Corp. Secretaries & Governance Professionals Frank Zarb Jr. (Legal Advisor) Proskauer Rose LLP Mario Esposito Pershing, LLC Anand Ramtahal FINRA Joseph C. Swanson Northern Trust Company Thomas Ball Morrow & Co Richard Gottcent Georgeson, Inc. Peter Reali TIAA-CREF Meagan Thompson-Mann Principles for Responsible Investment (United Nations) Kenneth Bertsch Society of Corp. Secretaries & Governance Professionals Janice Hester-Amey California State Teachers Retirement System Brandon Rees Office of Investment, AFL-CIO Brian Breheny Skadden, Arps, Slate, Meagher & Flom LLP Virginia Holton Depository Trust & Clearing Corporation Charles V. Rossi Computershare Ann T. Chapman Cap. Research & Management Michelle Jackson Broadridge Financial Solutions Carol V. Schwartz American Express Company

14 End-to-End Vote Confirmation Steering Committee In order to start the process, an End-to-End Steering Committee ( the Committee ) was formed in December 2011 that comprised of many of the original participants of the Roundtable and was expanded as needed. The Committee met quarterly and agreed on a high level concept of the functional process that would allow all tabulators and their issuer clients to offer vote confirmation to the shareholders of those issuers. The Committee determined that the more detailed design of the system would be best discussed by those in the respective organizations that would have the hands on task of using the solution. This resulted in the formation of the End-to-End Working Group in June of 2012 End-to-End Steering Committee (Active Members) Anthony Vacca - American Stock Transfer & Trust Company Mario Passudetti Bank of New York Mellon Chad Spitler - BlackRock Maryellen Andersen - Broadridge Financial Solutions Lyell Dampeer Broadridge Financial Solutions Charles Pasfield Broadridge Financial Solutions Jill Whitney Broadridge Financial Solutions Anne Chapman Capital Management & Research Company Steven Gargalianos Computershare Gloria Lio Goldman, Sachs & Company Lawrence Conover National Financial Services Joseph Swanson Northern Trust Company Piero Falcone Registrar and Transfer Company Darla Stuckey Society of Corporate Secretaries & Governance Professionals Natalie S. Letourneau Wells Fargo Shareowner Services Shelly McCauley Wells Fargo Shareowner Services Trevor McCracken Wells Fargo Shareowner Services

15 The Working Group Participants American Stock Transfer and Trust Company Broadridge Registrar & Transfer Company Securities Industry and Financial Markets Association (SIFMA) Computershare The Securities Transfer Association INVeSHARE Wells Fargo Shareowner Services Mediant Various Broker Dealers

16 End-to-End Vote Confirmation Pilot Program Participants American Express Company AOL Apaches Corp. Applied Minerals, Inc Automatic Data Processing, Inc. Becton, Dickinson And Company Broadridge Financial Solutions, Inc. Calavo Growers, Inc. CDK Global, Inc. Citizens Holding Company Diamond Foods, Inc. Dolby Laboratories, Inc. Douglas Dynamics Exterran Holdings, Inc. Hampton Roads IDT Corporation IFB Holdings, Inc. Integrated Biopharma, Inc. Kforce Leggett & Platt Leidos Holdings, Inc. Lindsay Corporation Magic Software Enterprises Ltd. Meritor, Inc. Meterion Corp MoogInc. Nexvet Biopharma Plc Part Technology Pfizer Polyment Mining (Canadian) Premier Financial RCM Technologies, Inc. Rockwell Collins, Inc. Schnitzer Steel Industries, Inc. Science Applications International Corp SherwinWilliams Spectra Energy Corp Splunk, Inc. StarwoodHotels & Resorts Worldwide,Inc. Starwood Property Trust SunOpta, Inc. (Canadian) The Greenbrier Companies, Inc. The Walt Disney Company Travelzoo Inc. Unifirst Corporation Union Pacific Unitedhealth Group Incorporated Williams Industries, Incorporated Winnebago Industries, Inc

17 Examples of End-to-End Vote Confirmation Verbiage in Proxy Statements American Express Co Proxy Statement Vote Confirmation You may confirm your vote was cast in accordance with your instructions. Beginning April 18, 2016, and for up to two months after the annual meeting, you may confirm your vote beginning 24 hours after your vote is received, whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto using your control number (included on your notice, on your proxy card, or in the instructions that accompanied your proxy materials) and receive confirmation on how your vote was cast. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker, and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you. Broadridge 2016 Proxy Statement Can I confirm that my vote was cast in accordance with my instructions? Stockholders of Record. Our stockholders have the opportunity to confirm that their vote was cast in accordance with their instructions. Vote confirmation is consistent with our commitment to sound corporate governance standards and an important means to increase transparency. Vote confirmation is available 24 hours after your vote is received beginning on November 3, 2016, with the final vote tabulation available through January 18, You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto using the control number we have provided to you and receive confirmation on how your vote was cast. Beneficial Owners. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you. Science Applications Int'l 2016 Proxy Statement Vote Confirmation You may confirm your instructions were received and included in the final tabulation to be issued at the Annual Meeting on June 8, 2016 via ProxyVote Confirmation Link at by using the information printed in the box marked by the arrow. Vote Confirmation is available 24 hours after your vote is received beginning May 24, 2016, with the final vote tabulation remaining available through August 8,

18 Examples of End-to-End Vote Confirmation Verbiage in Proxy Statements Starwood Hotels & Resorts Worldwide Inc Proxy Statement You may confirm that your instructions were received and included in the final tabulation to be issues at the Special Meeting on March 28, 2016 via ProxyVote Confirmation link at by using the information printed in the box marked by the arrow xxxx xxxx xxxx xxxx. Vote confirmation is available 24 hours after your vote is received beginning March 14,2016, with the final vote tabulation remaining available through May 28, The Walt Disney Company 2016 Proxy Statement Confirmation of Voting From February 17, 2016 through May 3, 2016, you may confirm your vote beginning twenty-four hours after your vote is received, whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto using the 16 digit number (located on your notice or proxy card). If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you. UnitedHealth Group 2016 Proxy Statement How may I confirm my vote was counted? We are offering our shareholders the opportunity to confirm their votes were cast in accordance with their instructions. Vote confirmation is consistent with our commitment to sound corporate governance standards and an important means to increase transparency. Beginning May 23, 2016 and for up to two months after the Annual Meeting, you may confirm your vote beginning 24 hours after your vote is received, whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto using your control number (located on your Notice or proxy card) and receive confirmation on how your vote was cast. If you hold your shares through a bank or brokerage account, the ability to confirm your vote may be affected by the rules of your bank or broker and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you

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