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

Our guests – McKesson’s Jim Brasher, Newell Brands’ Raj Dave and American Express’ Kristina Fink – go behind the “Time & Responsibility Schedule” for a proxy season, including addressing some of these:

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

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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