“Who Does What – & When” During the Proxy Season

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:

  1. Can you briefly describe your company’s method of planning
  2. Determine where annual meeting will be held – all the event planning stuff
  3. Determine matters to be on the ballot – management proposals, includes equity plan reviews, say-on-frequency every six years, etc.
  4. Distribute & process D&O questionnaires, additional diligence
  5. Determine whether need preliminary proxy statement
  6. Determine whether company is a large accelerated filer, etc.
  7. Determine whether to hire proxy solicitor, ISS Corporate Solutions, etc
  8. Process shareholder proposals, shareholder nominations
  9. Review board committee agendas to ensure all matters considered
  10. Board resolution of annual meeting matters, including director slate, record date, annual meeting date, delegation about who’s being hired to help, etc.
  11. Provide notice of record and annual meeting date to stock exchange, transfer agent, Broadridge
  12. Coordinate with independent auditor and other team members that will review drafts of annual meeting documents – including XBRL
  13. Coordinate with Broadridge for Notice & Access, householding etc.
  14. Coordinate with financial printer
  15. Determine which annual meeting documents get posted on IR webpage
  16. Distribute Form 5 questionnaire, director independence questionnaire
  17. Transfer agent sends out broker search cards
  18. Review Schedule 13Gs & 13Ds
  19. Review 10-K exhibit index
  20. File preliminary proxy statement (if necessary)
  21. Board approval of proxy materials, including collecting 10-K signatures
  22. Collect CEO/CFO certifications – including sub-certifications – file 10-K with SEC
  23. NYSE companies submit Section 303A Annual Written Affirmation and Annual CEO certification to NYSE
  24. File Notice of Internet Availability as additional soliciting material
  25. Send proxy materials to Broadridge, post on IR webpage – full set vs notice & access model
  26. Hold annual meeting and board meeting
  27. Form 8-K with voting results – post results on IR webpage is optional; amend 8-K if say-on-frequency was on the ballot


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