Corporate Issuer Services

Transcription

1 Corporate Issuer Services A Guide to Broadridge s Corporate Issuer Services

2 Welcome Broadridge provides today's public companies with the strategic approach they need to effectively reach their shareholders. Leveraging years of proxy processing, shareholder communications experience, state-of-the-art technology and delivering World Class Service, Broadridge can help make the role of managing your proxy and investor communications as simple and efficient as possible. Our unwavering commitment to continuous growth and improvement is evident by our SAS 70 audit report, our ISO 9001:2000 certification and ISO 27001:2005 certification the internationally recognized standard for quality. This guidebook is intended to walk you through each stage of the proxy process. We have divided the guidebook into the following sections: Planning Process Distribution Process Voting Invoicing New in this year s package: SEC Mandatory Notice and Access Proxy Rule (SEC Rule 14a-16) Effective January 1, 2009 Proxy Campaign Worksheet Sample Client Proxy Billing Department Addresses Frequently Asked Questions (Notice and Access Billing) Updated Broadridge W-9 Tear Out Updated Website Guide (separate document) Please take time to read through all of the information provided. We look forward to serving your investor communication needs throughout the year. For more information, please visit our website: Broadridge also plays an integral role in many of the experiences you have as a shareholder, and because of our unique perspective we are able to provide you with information so that you can better understand how and why your actions as a shareholder really do matter. Please visit This website will help you understand your rights as a shareholder, the proxy voting process and why it is important to you. Please note: If you have additional questions, our client-service professionals are available Monday through Friday between the hours of 9:00 a.m. and 6:00 p.m. ET. BSGIssuerservices@broadridge.com Call Broadridge, 51 Mercedes Way, Edgewood, NY, Corporate Issuer Services 1

3 Table of Contents Welcome Quick Reference Checklist Planning Process Traditional Proxy Model Notice and Access Model Traditional Model Sample Timeline Notice and Access Sample Timeline SEC Notice and Access Rule 14a-16 Broker Search Date Notification Record Date Notification and Confirmation Invoice for Estimated Postage Distribution Process Voting Process Invoicing Process Postage Options Mail Suppressions Voting Instruments Voting Options Vote Reports Discretionary (Routine) vs. Non-Discretionary (Non-Routine) Proposals Proportional Voting Processing Invoice Vote Return Invoice Invoice Payment and W-9 Tear Out Form Additional Services Registered Shareholder Distribution (Sharelink ) Open Enrollment (OE) Web Friendly Document Conversion Web Hosting Vote Tabulation and Reporting Services (Registered Clients only) Inspector of Elections (Registered Clients only) Inventory Management (Notice and Access Model only) Follow up (Reminder) Mailings Non-Proxy (Interim) Shareholder Communication Mailings Additional Reports NOBO List Requests NOBO Request Form 2008 Issuer Satisfaction Survey Results 2008 Proxy Season Statistics Frequently Asked Questions Reference Glossary Broadridge Fee Schedule Broadridge Hours and Delivery Guidelines Proxy Campaign Worksheet Sample Legal Proxy

4 Quick Reference Checklist Log on to You will need your address and password. If you are a first- time user and do not have a password, you will need to have your online profile created. Please send an to BSGIssuerservices@broadridge.com for assistance. Step 1: Planning Process Broadridge can assist you with planning for the upcoming meeting. Broker Search Date Notification Choose a model for distribution Timeline (Notice and Access or Traditional Proxy Process) Record Date and Meeting Date Notification Postage Selection Proposal Language URL Links Fulfillment (Notice and Access only) Additional Services Surplus Material Request Record Date Confirmation Estimated Expense Invoice Step 2: Distribution Process Broadridge distributes proxy materials to beneficial (street) shareholders on behalf of our bank and broker clients. Print Quantity (Record Date Confirmation & Spoilage) Material Delivered to Broadridge Mailing Begins Electronic Delivery Completes Mailing Completes Step 3: Voting Process Broadridge processes your beneficial votes and delivers results to your tabulating agent. Voting can be viewed after your mailing completes at 15-Day Vote Report 10-Day Vote Report Daily Vote Reports Day Before Meeting Step 4: Invoicing Once your shareholder distribution is completed, you will receive invoices from Broadridge. Day of Meeting NOBO Lists Follow up (Reminder) Mailings Processing Invoice Vote Return Invoice Paying your Invoice We would like to hear your comments- Please return the Issuer Client Satisfaction Survey Corporate Issuer Services 3

5 STEP 1 The Planning ProcessPlanning Process When planning for your upcoming annual or special meeting there are choices you ll have to make. Issuers now have the option to deliver the proxy materials one of two ways: 1. Traditional Proxy Model (See page 6 for timeline) 2. Notice and Access Model (See page 7 for timeline) Broadridge offers many services to Corporate Issuers to assist making the choice and the planning of the proxy process such as: Notice and Access Interactive Timeline Savings Calculator Visit us online at: I Traditional Proxy Model The current proxy rules require that all shareholders are sent a complete set of an Issuer s meeting materials. By default, shareholders receive their materials in hard-copy form through the mail. However, shareholders can affirmatively consent to receive their materials electronically. Issuers are responsible for supplying shareholder materials to be mailed as well as reimbursing intermediaries (i.e., Banks and Brokers) for their reasonable costs in distributing such materials. 2 Notice and Access Model The SEC Notice and Access or e-proxy rule which took effect on July 1, 2007, provides Issuers with new choices. The rule s intent is to provide Issuers with the opportunity to leverage technology and reduce the cost associated with the shareholder meeting process. Corporate Issuers can mail a Notice to shareholders instead of a traditional proxy package, which will direct them to a website to Access shareholder materials, vote their shares and request paper copies. Broadridge can support any of your communication options: Notice and Access, Traditional Proxy processing or a combination of both. Before recommending any change in your proxy notification procedures, Broadridge will work with you to determine which distribution model offers the greatest combination of benefits for your particular situation. There are several factors to consider in making the choice to implement Notice and Access; whether you fully adopt the Notice and Access model, use a traditional model, or even a combined targeted approach that blends Material Availability Notice mailings in combination with complete (or full) hard-copy packages, Broadridge is ready to assist you. The Broadridge solution fully integrates all of the necessary tools that you will need to support Notice and Access for a seamless annual meeting process. 4

6 A company choosing to follow the Notice and Access model must: Send a Notice of Internet Availability of Proxy Materials to shareholders at least 40 days prior to the meeting date. Post its proxy materials on a publicly accessible website other than the SEC s EDGAR site. Provide hard-copy materials upon request for one year after the shareholder meeting. File the proxy materials with the SEC prior to mailing the Notice. Have a means of providing a full set of hard-copy packages to shareholders when requested. Key Points Ten (10) calendar days or more after sending the Notice, the Issuer may send a Proxy Card or Voting Instruction Form to the shareholders. The Notice and Access model cannot be used for business combination transactions. Shareholders can elect to continue to receive hard-copy materials. If, after receiving the Notice, shareholders want hard copies of the material, they may request it from Broadridge via a toll-free telephone number, Internet website or . Notice Specifications - The Notice must include: A toll-free telephone number, an address, and an Internet website address where the shareholder can request copies of the proxy materials. Any control/identification number that the shareholder needs to access their voting card. Instructions on how to access the voting card, provided that such instructions do not enable a shareholder to execute a vote without having access to the proxy statement and annual report. Information on how to obtain directions to be able to attend the meeting and vote in person. Instructions on how a beneficial owner can request a copy of the proxy materials from the intermediary, other than from the Issuer. A prominent legend that advises shareholders of the date, time and location of the meeting. The last date a shareholder may reasonably request hard-copy materials in time to vote before the meeting. Do you know? There are notifications that need to be made to initiate the Notice and Access process. Please be sure to notify Broadridge as soon as you make the decision to utilize Notice and Access via our website Corporate Issuer Services 5

7 Traditional Proxy Timeline Step 1: Planning Broker Search Conducted (Record date -20) Beneficial Shareholder Records Merge (Record date +3) Updated Material Estimates Available (Record date +4) Proxy Checklist Complete (Record date +5) # (Business Days from Record Date) Record Date Step 2: Distribution Mailings Complete (Material Receipt Date +5) Surplus material is recycled (mailing completes) Material Receipt Date # (Business Days from Material Receipt Date) Step 3: Voting 15 Day vote is issued (Meeting Date -15) 10 Day vote is issued (Meeting Date -10) Telephone & Internet Voting ends at 11:59pm EST (Business Days from Meeting Date) Shareholder Meeting Date 6

8 Notice and Access Timeline Step 1: Planning Broker Search Conducted (Meeting Date -80) Record Date Beneficial Shareholder Records Merge* (Calendar Days from Meeting Date) Information Must be Completed Online Including the Approval of the Beneficial Notice (Meeting Date -50) Note: If date falls on weekend or holiday use previous business day. Hard-copy Material Quantities Confirmed (Meeting Date -55) SEC Filing Must be Completed and Documents Posted on Website *Beneficial shareholder records will merge 3 business days after the record date. Step 2: Distribution Date Notice Must Begin Printing (Meeting Date -45) Hard-copy Material Receipt (Meeting Date -40) Hard-copy Materials Complete* (Calendar Days from Meeting Date) Fulfillment Requests for Hard-copy Materials Shareholder Meeting Date Meeting Date +365 Note: If date falls on weekend or holiday use previous business day. Notice Mailings Complete (Meeting Date -40) Surplus Material is Recycled for Non-Warehousing Client *Hard-copy mailings will be completed within 5 business days of receipt of materials. Step 3: Voting (Calendar Days from Meeting Date) 15 Day vote is Issued (Meeting Date -15) 10 Day Vote is Issued (Meeting Date -10) Telephone & Internet Voting Ends at 11:59pm EST Note: If date falls on weekend or holiday the vote will be issued the next business day. Shareholder Meeting Date 2009 Corporate Issuer Services 7

9 Notice and Access Timeline If you choose Notice and Access, there are some new timeline requirements that we have implemented to help you meet the requirements for your annual meeting process. You can also get a customized timeline by entering your record date and meeting date in our interactive web timeline at: This will calculate the appropriate due dates. Notice and Access Timeline Record Date SEC Filing Date Meeting Date Dates Data Element Days Before Dates Meeting Broker Search Date 80 Initial Draft of Proxy Card / Notice 65 Last Date for Issuer to Confirm Use of Notice and Access Model 60 Record Date 60 Shareholder Records Merged 57 Hard-copy Material Quantities Confirmed* 55 Mail Class Confirmed 55 Print Ready Documents Provided (Interactive Document Client Only) 50 Demo Links for Interactive Document Provided for Approval 47 Client Approval of Interactive Document Demo 46 Final Links for Interactive Document Created 45 Provide PDF or Links for Electronic Delivery (Non-Interactive Documents Clients Only) 45 SEC Filings Must be Completed and Materials Must be Posted on Website. 45 Date Notice Must Begin Printing 45 s for Electronic Delivery Released 40 Last Date The Intermediary Must Send It s Notice to Shareholders (40 days prior to the meeting) 40 Earliest Possible Date Second Notice can be Mailed 30 Last Date to Receive hard-copy Material and Obtain 15 Day Broker Discretionary Voting 30 Last Date to Receive hard-copy Material and Obtain 10 Day Broker Discretionary Voting 20 Date First Vote (15 day vote) is Issued 15 Last Reasonable Date to Request Material Before Annual Shareholder Meeting (Broadridge Warehouse Agent) 13 Last Date to Request Material Meeting *The Order Quality represents only the number of sets of materials required to complete the distribution to investors that will receive hard-copy packages. The SEC Notice and Access Rule requires companies to deliver hard-copy material to any investor who requests such material for up to one year after Shareholder meeting. It is not possible for Broadridge to estimate how many investors will request hard-copy materials after receipt of the Notice. Therefore additional requests are not included in the material estimates. Broadridge can not be held financially responsible for the costs related to the printing or delivery of any additional material requests that may be made by investors. Companies are urged to factor in these additional requests prior to printing material. 8

10 SEC Mandatory Notice and Access Rule 14a-16 effective January 1, 2009 SEC Rule 14a-16, requires all registered investment companies, soliciting persons and issuers to comply with the Notice and Access model for solicitations commencing on or after January 1, 2009 and are required to do the following: 1. Post all proxy materials on a tracking cookie-free website other than the SEC s EDGAR website. 2. The electronic version of the materials must be searchable, readable online and printable. 3. Include an Important Notice of Internet Availability of Proxy Materials with the full set of materials or incorporate it into the proxy statement or proxy card stating that the materials are being made available on the website. Note: Broadridge will automatically include an alert on the Voting Instruction Form (the "VIF") for all beneficial shareowners indicating which documents have been filed and are available for viewing online. Our ProxyVote.com site will contain direct links to your company's shareholder materials. It is important for you to provide Broadrdige with the URL links to the site where you are hosting the proxy materials as soon as they are available. This will enable Broadridge to facilitate the electronic delivery s to shareholders. You can review the SEC Mandatory Notice and Access Rule by visiting: For over 10 years, Broadridge has provided public companies with services designed to manage the electronic communication between corporate Issuers and their shareholders. Our electronic services provide solutions to help you meet the Internet availability requirement of posting shareholder proxy materials on the Internet, host the materials and improve the overall shareholder experience in viewing proxy material over the internet. Our document web hosting service is designed to help you meet the requirements specified by the Notice and Access (e-proxy) Rules including: hi-level security (secure socket and 128-bit encryption), built-in redundancy, high-volume enabled, and free of site tracking intelligence and cookies. As required by the SEC, our service offering also includes hosting your annual report and related proxy material for the full twelve month period. Our document conversion service creates Internet-friendly electronic documents in a production environment that is both fast and easy to manage. The documents are accessed via the Internet allowing them to load rapidly, provide indexing and search functionality, and help facilitate both electronic voting and delivery of shareholder information. Broadridge offers solutions that are efficient and support best practices in proxy communications. As a leader in shareholder communications, we are pleased to partner with you to help ensure the success of your upcoming annual meeting, and to consult with you specifically regarding our Notice and Access services. Call , or visit for more information Corporate Issuer Services 9

11 Broker Search Date Notification SEC Rule 14a-13 requires Issuers to notify or search the banks and brokers at least 20 business days prior to the record date. By notifying Broadridge of your record date, you are fulfilling this requirement for all of the nominees we represent. When Broadridge receives this notification we contact all of our bank and broker clients electronically and search for the beneficial shareowners that hold stock in your company. The notification of these critical dates must be made via our website at Refer to our Web Guide for detailed instructions. You will need the company CUSIP number and PIN. If you do not have the PIN number, an officer of the company may request it by sending an to Material Request Within five business days you will receive a Material Request based on our search, which will give you an estimate of the number of beneficial shareholders and the number of material sets required for mailing to these shareholders. As part of our standard record processing services, Broadridge is able to reduce the amount required for delivery by performing a variety of mail suppressions. These suppressions result in lower printing and postage costs. Most issuers will realize savings through a combination of suppressions such as: householding, consolidation, electronic delivery and ProxyEdge delivery. This estimate should be used for planning purposes only since market activity may result in an increase or decrease in the actual amount. You may also access this information via our website at or our 24-hour automated system at , option 1. Record Date Notification Once your company has the finalized dates for the meeting, visit our website at with the information below. See page 59 for proxy worksheet. The following are required to set up your meeting: Record date Anticipated SEC Filing date Meeting date Class of stock The following are required to complete your mailing: Material delivery date Enclosure(s) Mail class Time and location of meeting Proposal language Last date to request hard-copy materials* URL links if Broadridge is not web hosting Fulfillment agent information if Broadridge is not warehousing the material* Surplus disposition *If choosing Notice and Access TIP: If you choose Notice and Access, there is a timeline that we have implemented to help ensure you meet each of the milestones for your annual meeting process. For more information please refer to: 10

12 Record Date Confirmation Five business days after the official record date of your shareholder meeting, you and your agent will receive a Record Date Confirmation Notice. This Notice will give you an updated material quantity based on the actual record date. Please do not ship less than this amount and be sure to include extra material to cover potential spoilage. The following chart is included to assist you in calculating this quantity. Number of Pieces in Mailing: 0-2,000 2,000-5,000 5,000-15,000 15,000-50,000 50, , ,000-1,000,000 OVER 1,000,000 Approximate Spoilage Rate: 10% 7% 5% 4% 3% 2% 1.5% Issuers should follow the spoilage chart provided when sending materials to Broadridge. This will help prevent any delay in shareholders receiving material and will avoid printing additional material, which can be costly to the Issuer. The record date confirmation report also includes the amount of mailings that are to be eliminated as a result of special processing (suppressions) done by Broadridge. These suppressions are described in the Distribution Process section of this guidebook. You may also access this information via our website at or via our automated telephone system at , option 1. Do you know? If there is surplus material, it will be recycled unless special arrangements are made with Broadridge Client Services prior to your mailing. Invoice for Estimated Postage Consistent with industry standards, it is Broadridge s policy to require Issuers to make advance payment on postage expenses. Issuers can expect to receive this invoice shortly after providing Broadridge with their record date. This invoice represents the estimated postage expense that is incurred and paid on the day(s) of your mailing. This estimate is based on prior year s pieces at the current rate; if you will be using the Notice and Access method of delivery for the first time, the estimate will be adjusted accordingly. Since the estimated postage amount must be received prior to the date of your mailing, this invoice is due upon receipt. Your actual invoice will be adjusted by the amount of the postage payment received. You can see a sample of the estimated postage invoice and the processing invoice with the adjustment on the next page. To ensure that your payment is received and applied timely and accurately, please see the payment instructions listed on page 32. To expedite receipt and application of your payment, we ask that you submit payment via Federal Wire Corporate Issuer Services 11

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14 Do you know? If there is an open billing inquiry on your account, your mailing may be held pending confirmation from our Collections Department Corporate Issuer Services 13

15 STEP 2 Distribution Process Broadridge will be mailing material for the majority of the banks and brokers and therefore will be responsible for mailing a large portion of your company s material. Issuers can be confident that all shareholders are receiving the highest level of service because Broadridge s reputation in the industry is unmatched. With industry leading technological sophistication and advanced suppression options, Broadridge can ensure all mailings are completed quickly and cost-effectively. Advanced planning is required to mail proxy materials in the most cost-effective manner. Broadridge can provide valuable insight and assistance in dealing with the requirements for and implications of various mailing methods. Traditional Proxy Model The Traditional Proxy Model has one distribution, mailing full packages to all shareholders. Broadridge acting as the intermediary is regulated to mail all hard-copy proxy materials within five business days of receipt of materials. On average, mailings are completed within three business days but can take up to five business days. Feel free to take a look at our proxy distribution statistics on page 43. Notice and Access Model I 2 3 Your Notice and Access mailing will be broken down into three distributions: Notice Initial and optional second Notice. Full Package Hard-copy materials to the shareholders who pre-consented for full sets. Fulfillment Subsequent hard-copy material requests or electronic material requests from shareholders who initially received the Notice. 14

16 Postage Options Broadridge works closely with the United States Postal Service (USPS), United Parcel Service (UPS) and other mail carriers to offer unmatched service to you. With a wide range of mailing options, Broadridge associates work with you to design a plan to fit your mailing timeframe and budget. Several tools are available to assist you in making your decision. Please visit U.S. Monitor Test Results Shareholder communications is our business. Broadridge closely monitors mail deliveries and undertakes extra measures to ensure a smooth delivery through the United States Postal Service ("USPS"). Details regarding historical delivery times versus what we have experienced over the past several months can be viewed under the section Important Notices/Alerts Postage Timeframes Update click on the hyperlink, "U.S. Monitor Test Results". Broadridge Postage Calculator This will give you a comparison of your postage costs among USPS First Class, UPS Mail Innovations and USPS Standard Mail. The postage calculator is located under the section What would you like to do today? Calculate your postage. The example below, gives you a comparison for 1,000 pieces on a 10 ounce package. The postage calculations listed on our website are presented as a tool to assist our clients in planning upcoming mailings. This information is not intended to provide final postage costs and should not be used as a postage quote. There are many factors that will contribute to the final postage rates. The rates presented above may not include factors such as foreign postage, presorting fees, postal discounts, and unusual envelope sizes or thickness (this is not an all inclusive list). However, when planning your mailing with Annual Report designers and printers, attorneys, and financial printers, the calculations presented can assist you deciding such things as the weight of paper selected, the number of pages, and the consolidation of documents Corporate Issuer Services 15

17 Please refer to the following chart for the postage options available when deciding on a mail method. USPS Standard UPS Mail Innovations* USPS First Class USPS Bound Printed Matter** Notice (Notice & Access) x x Full Package (Notice and Access and Traditional) x x x x Fulfillment (Notice and Access) x Follow Up Reminder (Traditional) x x x x Follow Up Second Notice (Notice & Access) x x Follow Up Second Notice with Enclosure(s) (Notice and Access) x x x USPS Priority*** x x Stratified x x x x x *Weight of package has to exceed 2.05 ounces to qualify for this mail method. **See USPS Bound Printed Matter description below for limitations. ***See USPS Priority description below for limitations. USPS Standard Mail Delivery times average 7 to 10 business days but can take up to 3 weeks. Previously known as 3rd Class or Bulk, many companies use Standard Mail rather than USPS First Class in order to help reduce costs. USPS Standard Mail can be used for all domestic mail weighing less than 16 ounces. When selecting USPS Standard Mail, Broadridge recommends that you mail at least 30 to 35 days prior to your meeting to ensure delivery. Taking advantage of this service can lead to significant savings over USPS First Class Mail and with proper planning Issuers can work around the longer transit times. Broadridge s client-service professionals are available to work with you when planning your mail class. Note: As part of our standard process, Broadridge will automatically mail to all shareholders holding 20,000 shares and above via UPS Mail Innovations when you choose USPS Standard mail. UPS Mail Innovations Delivery times average 4 to 6 business days UPS Mail Innovations partners with Broadridge to offer clients a comparable alternative to First Class mail offered by the US Postal Service. With a UPS Mail Innovations representative on site at our distribution center, your packages are moved quickly through our facility and sent directly to the regional processing facilities using their advanced technology and nationwide transportation network. Packages then arrive at their final destinations on average within one to two days of USPS First Class service. Broadridge regularly conducts independent transit tests to verify this data. By using UPS Mail Innovations, companies can realize savings of 10%-25% in postage costs. Note: All UPS Mail Innovations packages are processed as non-letter- sized packages. TIP: It is more cost-effective to mail letter-sized packages via USPS Standard Mail or USPS First Class Mail than UPS Mail Innovations. 16

18 USPS First Class Mail Delivery times average 3 to 5 business days USPS First Class Mail can be used for all domestic mail weighing 13 ounces or less. Do you know? If we receive proxy materials 15 days or less before the meeting, the default mail method is USPS First Class. USPS Bound Printed Matter Mail Delivery times comparable to USPS Standard Mail This service is utilized when a domestic package weighs 16 ounces or more and would otherwise mail via USPS Standard Mail. USPS Priority Mail Delivery times average 2 to 3 business days This service is utilized when a domestic package weighs more than 13 ounces mailing via USPS First Class Mail. Stratified Mailing Broadridge has the ability to separate the shareholders into two populations by a given share amount. This allows the Issuer to specify a different mail class for each population. This is called stratification. By stratifying a mailing, Issuers can achieve substantial postage savings while expediting mailing to your largest shareholders. As a general rule, 80% of the shares in beneficial ownership are held by 20% of the shareholders. As an example of a typical stratified mailing, many Issuers choose a stratification of 10,000 shares. With this stratification level, the mailing may look as follows: Shareholders holding 10,000 shares and above will be mailed using UPS Mail Innovations. Shareholders holding under 10,000 shares will be mailed using USPS Standard Mail. OR Shareholders holding 10,000 shares and above will receive full packages. Shareholders holding under 10,000 shares will receive the Notice. You can choose your own stratification based on a share range analysis report viewable on our website at: See View Share Range Analysis in our Web Guide for detailed instructions. Note: Processing charges will apply if you choose to use these services. Please refer to the fee schedule Corporate Issuer Services 17

19 Mail Suppressions As the industry leader, Broadridge has spent years working with our bank and broker clients and the Issuer community to develop the technology to produce the highest degree of suppression rates. Mail suppressions lead to direct savings to the Issuer by reducing the printing and postage costs associated with delivering proxy material. Our continued investment in these technologies and our commitment to creating efficiencies for the proxy process has led to some of the suppressions that are now commonplace in the industry. The following is a description of some of the more commonly used suppressions. 18

20 Electronic Delivery Electronic Delivery is a method in which shareholders receive notification of annual meeting material, or other shareholder material, via instead of hard-copy postal delivery. Shareholders need to consent or have previously consented to receive shareholder communications via . Our standard has been approved by our bank and broker clients and contains everything a shareholder needs to cast an informed vote. Included in each is the meeting information, hyperlinks to the relevant documents and voting instructions. When using e-delivery, several attempts will be made to deliver material electronically for those shareholders who have elected the service. If Broadridge is unable to successfully deliver the information electronically, our system will produce a letter for the shareholder. The electronic delivery failure (E-Fail) notification will be mailed to each shareholder. The E-Fail Letter will contain all the necessary information for a shareholder to vote their shares, view electronic versions of the proxy material and update the electronic delivery enrollment information on file. Consolidation Consolidation is the process of eliminating duplicate mailings going to the same individual. A shareholder holding multiple accounts may receive a separate Voting Instruction Form for each account and only one set of proxy material. Householding Broadridge led the industry in developing the suppression commonly referred to as householding. Taking consolidation to the next level, Issuers can save by combining packages addressed to the same location. When two or more shareholders reside at the same address with the same last name, householding allows for a single package to be sent to the household containing separate Voting Instruction Forms for each shareholder and only one set of proxy material. Prior consent is required from the shareholders and Broadridge maintains a householding preference database for all of our clients. ProxyEdge Broadridge s electronic voting and record-keeping platform used primarily by institutional investors. Accounts controlled by the same money manager across nominees are grouped together and one set of materials is sent to the manager. This process eliminates the need to send paper material to the individual accounts. Managed Account Processing Using instructions and data provided by banks and brokers, accounts that have delegated voting authority for the account to a money manager are combined into a single distribution to the money manager that includes a voting form and one set of meeting materials, thereby saving the issuer money for both materials and postage. Voting instructions received from a money manager are exploded to each of the underlying beneficial accounts, which allows reporting at the beneficial owner account level as required by the SEC Corporate Issuer Services 19

21 Voting Instruments The Notice and Access rule requires that a Notice of Internet Availability of Proxy Materials be mailed to every shareholder. This would be considered Notice and is the first communication that your shareholders will receive if you are using the Notice and Access method of delivery. Broadridge worked closely with the SEC, our bank and broker clients, and the Issuer community to design the Notice forms. The standard format encourages the shareholder to choose electronic participation to view the materials and vote. Notice Form The Notice contains important information which must be conveyed to your shareholders. The information needed for the Notice creation is obtained when the job is set up on our website: The Notice lists the shareholders information and proposals to be voted on. The shareholders must use our website, in order to have their votes captured. (Please see the section on voting for more information about the voting process.) An optional Follow Up Notice or (Reminder Notice) can be mailed 10 calendar days after the initial Notice has mailed. While the initial Notice must be mailed by itself, Issuers may include additional enclosures with the Second Notice. Issuers that wish to send a Second Notice should contact a Client Service Professional for further information. (Sample Follow Up Notice: Page A) 20

22 Telephone and mail voting options will only appear on the Follow Up Notice (Sample Follow Up Notice: Page B) 2009 Corporate Issuer Services 21

23 Vote boxes will only appear on the Follow Up Notice (Sample Follow Up Notice: Page C) (Sample Follow Up Notice: Page D) 22

24 Proxy Card Language & Voting Instruction Form The proxy card contains important information which must be conveyed to your shareholders. Broadridge uses your proxy card to create the Voting Instruction Form, also known as the VIF, which is a standardized one-page document that is mailed to beneficial shareholders on behalf of the banks and brokers. The VIF, like the proxy card, lists the shareholder s information and proposals to be voted on. Beneficial shareholders use the VIF to instruct their bank or broker how they would like their shares voted. Below is a list of the information found on a VIF: Meeting details Proposals to be voted on Shareholder s name & address, account number & number of voteable shares Issuer s CUSIP number The shareholder s unique Control Number Signature Box (lower section) Voting Options Nominee Return Address Enclosure(s)* *Under the large accelerated filer rule as of January 2008, the enclosures must be listed either in the proxy statement or on the Vote Instruction Form. As of January 2009, all Issuers will have to comply. Do you know? It is important that you, the Issuer, provide Broadridge with a copy of your finalized proxy card language as soon as it is available so the VIF can be created. Please the proxy card to BSGIssuerservices@broadridge.com. Please indicate in the subject line: Company Name/CUSIP. (SAMPLE VIF) Internet Vote Instructions Control number used for voting Vote in person by requesting a legal proxy 2009 Corporate Issuer Services 23

25 STEP 3 Voting Process Internet Voting Shareholders who receive the Notice or Vote Instruction Form may vote online by accessing The site is available 24 hours a day, 7 days a week. The shareholders will need to use their 12-digit control number. Internet voting is available until 11:59 p.m. ET the day before the shareholder meeting. This information is printed on each Notice and VIF. If you mailed utilizing the Traditional Proxy Model, below is a sample of our voting site If you mailed utilizing the Notice and Access Model, below is a sample of our voting site 24

26 Telephone Voting (Traditional Proxy Model or Follow-Up Notice) Shareholders may take advantage of Broadridge s telephone voting system 24 hours a day, 7 days a week. They will need to use their 12-digit control number provided on the VIF. This telephone system is available until 11:59 p.m. ET the day before the shareholder meeting. A toll-free telephone number is printed on the VIF. Note: A touch-tone telephone is required to use this service. Mail Returns (Traditional Proxy Model or Follow Up Notice) Broadridge supplies every shareholder with a first-class Business Reply Envelope (BRE) to return their vote to Broadridge. Follow Up Mailing (Reminder) A company can issue a reminder mailing after they mail the proxy materials to help receive more votes, or to send an amendment to their proxy materials. The follow up mailing can be customized to reach a target audience. You can choose to reach shareholders who may or may not have voted, or you can select shareholders with a certain amount of shares. For example, you can request a follow up mailing targeted to shareholders with 10,000 shares or more who have not voted. Under Notice and Access, Issuers have the option to issue a reminder mailing 10 days after the initial Notice mails. This is the only time an Issuer can mail a Notice that can be utilized to collect vote instructions. In addition, Issuers can include any enclosure they wish to go along with the reminder mailing. Do you know? When a shareholder receives the initial Notice they will have the options to view material, to request copies of material, and to vote at Legal Proxy If a beneficial shareholder would like to attend the shareholder meeting and cast a vote in person, they may do so by requesting a legal proxy from their bank or broker. Instructions for obtaining the legal proxy are on the Vote Instruction Form or Notice. Refer to page 60 for a sample legal proxy. Vote Reports Broadridge issues voting results on behalf of our bank and broker clients based on the schedule reflected below and on the next page. The voting results are issued on a client proxy and provided to you or your designated agent. The voting results reported reflect instructions received from beneficial shareholders and broker discretionary voting, if applicable. All share amounts are provided to Broadridge by its bank and broker clients and are reflected on the client proxy without modification by Broadridge. 15-Day Vote Report - If your proxy material mails 25 or more calendar days prior to your shareholder meeting, the first vote report will be issued 15 calendar days prior the meeting. Do you know? You can view updated voting results on The website should be used as a guideline. Your official results are reflected on the client proxy Corporate Issuer Services 25

27 10-Day Vote Report - If your proxy material mails less than 25 calendar days but more than 15 calendar days prior to your shareholder meeting, the first vote report will be issued 10 calendar days prior to the meeting. Daily Vote Reports - Beginning on the 9th calendar day prior to the meeting, daily reports will be issued up to and including the day of the meeting as long as there are additional votes to issue. Day Before Meeting - A vote will be generated about 7:00 p.m. ET the evening prior to the meeting. The first vote (initial client proxy) we issue will be cumulative, showing all the votes returned for the bank/broker clients at that time. Any supplemental voting will show only the newly returned votes, which must be added to the first vote. Voting reports that are issued nine days prior to the meeting date are supplemental. A sample client proxy was created to show the various fields and its definitions. 51 Mercedes Way Edgewood, NY A B C *Supplemental* (Brokers) 01/01/ F 3* A.G. Edwards D E FOR X/DTC AGN ABS * National Financial FOR /DTC (DIREXP) G AGN Legal Proxy H I 2336 ABS * J Vote to Date FOR AGN Legal Proxy 500 ABS * Merrill Lynch FOR /DTC AGN Legal Proxy 300 ABS K ***Uninstructed Retail Shares For Client 161: *** 1 2 3* CUSIP Totals L FOR AGN M Legal Proxy 2636 ABS BUSY COMPANY CUSIP ANY STREET N Meeting 01/00/00 YOUR TOWN. NY, Record 01/00/00 O This Broadridge client proxy is assigned to the named issuers proxy committee on behalf of the brokerage firms and nominees listed. The total number of shares indicated for each firm represents such firms entire position as of the record date, whether held in its own name or in the name of a depository or clearing firm unless otherwise indicated above. The total number of shares represented herein further assign to the named issuers proxy committee discretionary authority to vote on such other matters incident to the conduct of the meeting. If the proxy reads supplemental proxy, it represents either additional voting on proposals for which the brokerage firms of nominees listed may not vote without instructions or revisions to voting previously filed on behalf of the brokerage firms or nominees listed on proposals for which brokerage firms or nominees may vote without instructions. This proxy is issued pursuant to powers of attorney executed by each listed brokerage firm or nominee which are in full force and effect as of the date hereof. The powers of attorney are on file with offices of Broadridge. Please contact the nominee and/or Broadridge for any requirements necessary for reconciliation and/or any other discrepancies. Richard J. Daly Attorney-In-Fact 26

28 A This confirms whether the client proxy is an initial or supplmental. After the initial Client Proxy is released, all subsequent reports are titled (SUPPLEMENTAL). B C The Client Proxy is sorted by Broker Clients and Bank Clients. Date Client Proxy Issued. D This is Broadridge Client Number. The Depository Trust Company reporting number is provided for reconciliation purposes. E This is the maximum number of shares that can be voted for each Broker or Bank. F Proposal number. Non-routine proposal will be indicated with an asterisk (*). G If shareowners withheld their shares for a specific director, a separate DIRECTOR EXCEPTION report will be issued. H If share owners request a Legal Proxy, it will be indicated here. Legal Proxies are reported by share amount not by number of shareowners. I J K L The total number of Legal Proxy shares. It is cumulative for each report date but does not carry over from one report to the next. This is the vote to date as received by each Broker or Bank. This field is shown only on a SUPPLEMENTAL Client Proxy. Indicates proportional voting is in effect for this Broker. An updated Client Proxy showing how shares were applied will be issued approximately two business days prior to the meeting. This is the maximum number of share that could be voted on this Client Proxy. M This is the actual number of shares that were vote on this Client Proxy. This number is inclusive of the Brokers and Banks contain report and does not take into account any other Client Proxies that have been issued. N Company s name, CUSIP number, meeting date and record date. A separate Client Proxy will be issued for each nine digit CUSIP. O This section explains Broadridge s voting authority and is signed by Rich Daly, Attorney-in-Fact for our Broker and Bank clients Corporate Issuer Services 27

29 Discretionary (Routine) vs. Non-Discretionary (Non-Routine) Proposals As member firms, brokers follow the New York Stock Exchange rules on whether proposals are routine or non-routine and issue discretionary voting according to NYSE Rule 452. Since banks are not member firms, they do not have discretionary voting rights. Only Routine proposals can receive the broker discretionary vote. Discretionary voting is when brokers vote the shares they represent where an instruction has not been received from the individual shareholder. Non-Routine proposals will not receive the broker discretionary vote. A discretionary vote will be issued when the following conditions are met: The proposal is deemed Routine by the NYSE. Mailing is completed 15 calendar days prior to the meeting. Mailing includes a notice of meeting, proxy statement and annual financial statements (annual report, Form 10-K or financial statements). Broker participates in issuing discretionary voting. Broker Allen Company Davenport and Co. LLC Koonce Securities Mesirow Financial Inc. RBC Capital Markets Corp Waters Parkerson and Co. Wells Fargo Investments, LLC Goldman Sachs Scottrade Wedbush Morgan Smith Moore & Co. Broadridge Client Number &

30 Proportional Voting Under a proportional voting system, uninstructed shares would be voted in the same proportion as instructed shares, with no minimum amount of instructed shares being required. Each of the clients below has authorized Broadridge to suppress giving their full discretionary vote with management s recommendations for routine proposals (as classified by the NYSE) and instead calculate, and issue, on its behalf, a proportional vote for the unvoted shares. The method of calculation of the proportional vote in terms of identifying unvoted accounts is determined by each firm. In some cases proportional voting is applied to all unvoted shares and in other cases proportional voting is applied only to unvoted retail accounts. The proportional vote is calculated by taking the actual vote returns and calculating the percentage of "For," "Against" and "Abstain/Withhold" votes. The percentages for each of these categories are then applied to the remaining unvoted shares, and those shares are applied to the appropriate voting category. The proportional vote is issued 48 hours prior to the meeting date. The proportional shares will be adjusted and recalculated by Broadridge, as necessary, if additional instructed shares are received from the customers of the below referenced firms after the initial proportional vote is issued. Below is a list of Brokers that issue proportional voting as of the date of this guidebook: Broker Charles Schwab & Co. Edward Jones Goldman Sachs Merrill Lynch Morgan Stanley Ridge Clearing and Outsourcing Services Ameritrade UBS Financial Services National Financial Services First Southwest Company Broadridge Client Number , A20, A , 050, 05X Corporate Issuer Services 29

31 STEP 4 Invoicing Processing Invoice The processing invoice will be mailed to you approximately two weeks after your mailing has been completed. This invoice includes: Processing Fee (regulated by NYSE) - This fee relates to Broadridge s efforts to obtain all beneficial shareholder information, receive materials to be mailed, coordinate timing and method of mailing, mail material, tabulate votes, and issue votes. Paper and Postage Elimination Fee (regulated by NYSE) - This fee is charged for each instance in which the mailing of physical material to a beneficial shareholder is eliminated as outlined under the mail suppressions portion of this guidebook. Intermediary Nominee Coordination Fee (regulated by NYSE) - This fee relates to the coordination and consolidation of several processes on behalf of multiple nominees. This coordination results in a single search card, a single material request, a single record date confirmation, one shipment of material, greater occurrence of postage discounts including Standard postage savings (where requested), consolidated vote reporting (in time frames as prescribed by the NYSE) and issuance of one consolidated invoice. Postage - These charges represent rates for the distribution of your proxy material based on the mailing option of your choice. Envelope/Forms - This represents Broadridge s cost for the type and quantity of envelopes and forms used to process your mailing. Notice and Access Processing Fee - This fee relates to services Broadridge must provide on behalf of banks and brokers to support an issuer choosing the Notice and Access delivery option for beneficial shareowners. Those services include creation of the Notice, access to a standard landing page and shareholder portal, an Internet link allowing shareholders to view material, standard vote options, on-demand shareholder fulfillment and all related data processing. Notice and Access Optional Services - These fees relate to the issuer having chosen Broadridge to provide certain additional services as a result of the issuer choosing the SEC Notice and Access delivery option for beneficial shareowners. Services provided by Broadridge to the issuer may include: electronic document conversion, web hosting, warehousing and inventory management, the development of a custom landing page and shareholder portal. 30

32 Voting Invoice The voting invoice will be mailed to you approximately two weeks after your meeting date. This invoice includes: Internet - Shareholders who vote their shares via the Internet. Telephone - Shareholders who vote their shares via the telephone. Mail - Shareholders who return their VIF through the mail. ProxyEdge - Institutions utilizing our electronic platform called ProxyEdge to vote. *Notice and Access mailings will include out-of-pocket expenses related to; the previous year s fulfillment (from 15 days after the previous year s meeting through 365 days after the meeting) and current year s fulfillment (all fulfillment activity up to 14 days after the current meeting). Invoice Payment Invoices from Broadridge have payment terms of Net 30 days from the invoice date. The Invoice for Estimated Postage is due upon receipt as postage needs to be funded on the day of your mailing. Payments can be made by the following ways: Federal Wire ACH (Automated Clearing House) Wire Check To expedite payment, the preferred payment method is Federal Wire. When paying by wire, please include the cusip number and the invoice number(s). When paying by check, please include the invoice remittance stub along with the check. This will ensure prompt and accurate application of your payment. All invoices have remittance instructions at the top of the invoice. You will find the account numbers and ABA numbers you will need to make wire payments. You will also find the address if payment is being made by check. Payment Remittance Instructions are listed on the next page Corporate Issuer Services 31

33 Payment Remittance Instructions Wire Transfer in US$ Bank: Bank of America 100 West 33rd Street New York, NY Fed ABA#: ACH ABA#: Swift Code: BOFAUS3N Account#: Reference: Broadridge Investor Communication Solutions, Inc. Overnight Mail Broadridge Investor Communication Solutions, Inc. c/o: Bank of America/Lock Box Challenger Road Lock Box Department- 2nd Floor Regular Mail Broadridge Investor Communication Solutions, Inc. P.O. Box Newark, NJ A Broadridge W-9 form is attached should you need it for paying your invoice. For copies of invoices, please: BSG.Invoices@Broadridge.com For questions about your invoice or payments, please: BSG.BillingInquiries@Broadridge.com Call Billing Inquiries at Your call or will be routed to a Broadridge Billing or Collections associate. Please be sure to provide your CUSIP and Invoice Number(s) on all inquiries. 32

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36 Additional Services For more information please contact one of our regional sales leaders using the list below. ASSOCIATE REGION PHONE Jim Diaforli (Princeton NJ) Eastern Region Glen Wittenberg (Chicago, IL) Central Region Chris Hummel (San Fransico, CA) Western Region Sid Rodrigue (Atlanta, GA) Southeast Region Stacy DeNoyior (Edgewood, NY) US Telesales Registered Shareholder Distribution (Sharelink ) While it is commonly known that Broadridge maintains contracts with many banks and brokers to coordinate the distribution of shareholder communications including proxy material for publicly-traded companies, many companies are not aware that Broadridge also handles the registered portion of proxy mailings for over 1,200 Issuers. Broadridge has a department specifically designed to manage the needs of registered and employee shareholders. Our Registered Issuer Client Services (RICS) Department is responsible for providing those corporate issuers utilizing our registered shareholder proxy services with World Class Service. Each of our registered clients receives a dedicated team to oversee the entire proxy process from planning the initial proxy notifications to certifying the final vote returns. Our registered clients are assigned an individual Client Relations Administrator who provides personalized service on a daily basis throughout the proxy campaign. Our Client Relations Administrators are experienced, professional and trained to guide our clients through every step of the proxy process. Open Enrollment Website (OE) Open Enrollment is a service offered by Broadridge that collects electronic delivery consents. Shareholders are directed to a company-specific website maintained by Broadridge, where they can easily sign up for electronic delivery if they have a valid address. Broadridge will store these s and apply them to all future mailings. Web Friendly Document Conversion Broadridge can convert your annual report, proxy statement, and related proxy materials into an enhanced electronic format through our interactive document conversion service. The EZOnline operating system seamlessly translates onto any computer or browser without requiring additional software. Some features of this imaged based HTML document format include, rapid loading time, it is indexed and searchable and has a quick production turnaround time of (3) days to complete. Web Hosting Effective January 1, 2009, Corporate Issuers filing proxy materials with the SEC must now post these materials to a public website at the time of their mailing to shareholders. This is a requirement of the SEC s Mandatory Notice and Access Rule, which required large accelerated filers to post their materials to a public website starting January 1, The Broadridge web hosting solution can help you meet the requirements of the new regulatory standards. Broadridge has state-of-the-art technology and the infrastructure to offer an online experience that delivers greater value to you and your shareholders. We can help make it easy for your shareholders to locate and view your annual meeting materials. Vote Tabulation and Reporting Services (Registered clients only) For those Issuers utilizing Broadridge for both the registered and the beneficial portions of their proxy mailings, we provide complete vote tabulation and reporting services. Using Broadridge as your tabulator will ensure that you have fully reconciled and audited vote reports delivered on time on a daily basis covering the registered, beneficial and employee shareholder segments Corporate Issuer Services 35

37 Inspector of Election (Registered clients only) Most states require that a shareholder meeting be attended by an Inspector of Election. Should you require an Inspector, Broadridge can supply an experienced Inspector to attend your meeting. Inventory Management (Notice and Access Model only) For those issuers choosing the Notice and Access proxy distribution model, Broadridge has an inventory management solution available upon request. Our unique inventory system includes a material management and fulfillment platform for all shareholder segments. Shareholder materials must be sent to shareholders within three business days of receipt of the shareholder request. Fulfillment requests will be sent by Broadridge via USPS 1st class equivalent service (UPS Mail Innovations). Beneficial shareholders requesting meeting materials must request them from Broadridge. The intermediary must request meeting materials from the Issuer within three business days of the shareholder request. The Notice must provide the latest date that a shareholder can reasonably expect to receive materials prior to the shareholder meeting. Material must be available for the shareholder to request for a period of one year after the Issuer s meeting date. Non-Broadridge Warehousing & Inventory Management Agent Fulfillment Request Broadridge Issuer/Agent Broadridge Ship 3 Days 3 Days 3 Days Broadridge Warehousing & Inventory Management Agent Fulfillment Request Broadridge Ship 3 Days 36

38 Follow up (Reminder) Mailing Notice and Access Model The company has the option to issue a reminder mailing 10 days after they mail the initial Notice. This is the only time the company can mail a Notice with boxes for shareholders to vote. The company can also include any enclosure they wish to go along with the reminder mailing. Traditional Proxy Model A company can issue a reminder mailing at any point after we mail the proxy materials to help receive more votes, or to send an amendment to their proxy materials. These reminder mailings usually include a copy of the original voting instrument (VIF/Proxy Card), telephone/internet voting instructions, a letter from the company and a Business Reply Envelope. Our client service associates can assist in planning and distributing reminder mailings. s Only A company can choose to send reminder s to help receive more votes. This only applies to shareholders who elected to receive delivery of proxy materials through their broker or bank. Telephone/Internet Voting Insert Many companies choose to include a separate insert describing the voting process to encourage shareholders to vote electronically through ProxyVote.com or the toll-free telephone voting system. You can use Broadridge s standard insert or create your own. Broadridge s standard insert also encourages shareholders to sign up for electronic delivery for future mailings. Non-Proxy (Interim) Shareholder Communication Mailings Just as Broadridge can coordinate the distribution of shareholder communications for a special or annual meeting, we can coordinate the distribution of material that is for informational purposes. This mailing type includes Quarterly Reports, Annual Reports, Prospectuses, Information Statements and Press Releases. Additional Reports: Geographic survey: A geographic survey will provide a report listing share holdings in each State, Province or Country where one or more shareholders reside. Included in the report are the number of shareholders in each region and the total number of shares that region represents. It is available in the following formats: US Geographical Survey Canadian Geographical Survey International Geographical Survey Customized Share Range: Will provide you with the number of shareholder accounts at intervals that are outside of our standard ranges Corporate Issuer Services 37

39 NOBO Lists Beneficial shareholders are broken up into two components, Objecting Beneficial Owners (OBOs) and Non-Objecting Beneficial Owners (NOBOs). Broadridge can produce a list of all NOBOs for a given record date in several different media formats, including paper copy, CD-ROM, and peel and stick labels. The record date of the request must be at least two or more business days in the future from the date you fax/ your request back to us. It will take an additional five business days from the record date for you to receive your list. Prior to the release of any NOBO list, Broadridge will verify the request with an officer of the company. If the confirmation could not be made by the officer, the NOBO list will be generated, but not shipped. In addition, if there is an open billing inquiry on your account, your list may be held pending confirmation from our Collections Department. A request form has been included on page 39 for you to use. TIP: A NOBO list is not a required report and is not needed to set up a job for a proxy mailing. All mailings to OBOs must be done by Broadridge. In addition, for the beneficial votes to be correctly issued on behalf of the nominees, all proxy mailings to beneficial shareholders must be done by Broadridge Do you know? For shareholder meetings only, Broadridge can provide you with a Voted or Unvoted NOBO list. See the fee schedule on page 56 for pricing, or contact a client-service professional for additional information about this product. Do you know? 38

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42 2008 Survey Results Overall Satisfaction with Investor Communication Services Proxy Services % 17% Very good or better % 18% Good 0% 20% 40% 60% 80% 100% Quality and Timeliness of Proxy Distribution % 17% Very good or better % 20% Good 0% 20% 40% 60% 80% 100% Professional Manner of Inquiry % 15% Very good or better % 16% Good 0% 20% 40% 60% 80% 100% 2009 Corporate Issuer Services 41

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