Considering a Retail ‘Opt In’ Voting Program? How to Be Persuasive

Now that ExxonMobil has filed these solicitation materials with the SEC related to the retail voting program that everyone is talking about, you might wonder what type of campaign your company would wage itself if it were to adopt a similar retail ‘opt in’ voting program. Remember that any communications used to persuade shareholders to ‘opt in’ would likely be considered ‘additional soliciting materials’ under Rule 14a-6(b) that need to be filed with the SEC no later than the date they are first sent to shareholders.

Here are ten tips to consider to make your communication as persuasive as possible:

1. Keep it short
2. Use clear section headings and bullets
3. Use plain language and avoid jargon
4. Use active voice and strong verbs
5. Make sure each claim is supportable
6. Be consistent with prior disclosures and avoid contradictory statements
7. Review for compliance with Rule 14a‑9 and other securities laws
8. Test readability by asking a non-legal person whether they’re persuaded
9. Time your distribution so it’s not too late
10. Monitor responses and anticipate follow-up communications