How to Draft “Proxy Cards”

When you file your proxy statement with the SEC, you also need to file a “proxy card” which shareholders will use to cast their vote. This Vid-Guide explains all the legalese associated with proxy cards, including analyzing some examples.

Then at the 20:50 mark, our guest – Carl Hagberg, a renowned inspector of elections, who also publishes the “Shareholder Service Optimizer” – joins us to discuss:

1. What’s the process for Broadridge receiving – and reviewing – your proxy card so they can draft the VIF?
2. Does the inspector of elections get a look at a draft of the proxy card too?
3. What do the instructions on the proxy card about how to cast the vote look like?
4. What about the instructions for voting by phone?
5. How about instructions for how to sign the proxy card?
6. Who should a company appoint to serve as their proxies? How many? And what type of officers?
7. How do you ensure that the description of matters on the proxy card are “clear & impartial”?
8. How should a company distinguish between management & shareholder proposals on the proxy card?
9. How about descriptions of shareholder proposals? How do you draft those for the proxy card?
10. What about discretionary authority to adjourn a meeting? Should that be on the proxy card? In other words, when do you need a box to tally the votes on “all other business”?
11. What about floor proposals? Can proxy committees vote all the votes present as they wish on those?

For many more Vid-Guides dealing with corporate & securities law, corporate governance, E&S issues and more – particularly if you want to review any Vid-Guides referred to during this Vid-Guide – see the list of Vid-Guides spread throughout these categories:

• Corporate Governance
• Proxy Season
• Executive Pay
• ’34 Act/Other
• ’33 Act/Deals
• Sustainability/E&S
• Career Advice
• Fun Party

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