One of the best panels I’ve ever hosted is in this 38-minute video that I made a few years back – which is all still timely information – featuring McKesson’s Jim Brashear, Newell Brands’ Raj Dave and American Express’ Kristina Fink. The panel goes behind the “Time & Responsibility Schedule” for the proxy season, including addressing some of these topics:
- Can you briefly describe your company’s method of planning
- Determine where annual meeting will be held – all the event planning stuff
- Determine matters to be on the ballot – management proposals, includes equity plan reviews, say-on-frequency every six years, etc.
- Distribute & process D&O questionnaires, additional diligence
- Determine whether need preliminary proxy statement
- Determine whether company is a large accelerated filer, etc.
- Determine whether to hire proxy solicitor, ISS Corporate Solutions, etc
- Process shareholder proposals, shareholder nominations
- Review board committee agendas to ensure all matters considered
- Board resolution of annual meeting matters, including director slate, record date, annual meeting date, delegation about who’s being hired to help, etc.
- Provide notice of record and annual meeting date to stock exchange, transfer agent, Broadridge
- Coordinate with independent auditor and other team members that will review drafts of annual meeting documents – including XBRL
- Coordinate with Broadridge for Notice & Access, householding etc.
- Coordinate with financial printer
- Determine which annual meeting documents get posted on IR webpage
- Distribute Form 5 questionnaire, director independence questionnaire
- Transfer agent sends out broker search cards
- Review Schedule 13Gs & 13Ds
- Review 10-K exhibit index
- File preliminary proxy statement (if necessary)
- Board approval of proxy materials, including collecting 10-K signatures
- Collect CEO/CFO certifications – including sub-certifications – file 10-K with SEC
- NYSE companies submit Section 303A Annual Written Affirmation and Annual CEO certification to NYSE
- File Notice of Internet Availability as additional soliciting material
- Send proxy materials to Broadridge, post on IR webpage – full set vs notice & access model
- Hold annual meeting and board meeting
- Form 8-K with voting results – post results on IR webpage is optional; amend 8-K if say-on-frequency was on the ballot
