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Notice & Access: A New Proxy Alternative. SSA 2008 Annual Conference Williamsburg Lodge Williamsburg, VA July 24, 2008 Sid Rodrigue Director Broadridge Investor Communication Solutions 770.754.3133 [email protected] Notice & Access: A New Proxy Alternative. Introduction –

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Notice access a new proxy alternative

Notice & Access: A New Proxy Alternative

SSA 2008 Annual Conference

Williamsburg Lodge

Williamsburg, VA

July 24, 2008

Sid Rodrigue

Director

Broadridge Investor Communication Solutions

770.754.3133

[email protected]


Notice access a new proxy alternative1

Notice & Access: A New Proxy Alternative

  • Introduction –

    • Should I Adopt Notice & Access?

  • Notice and Access

    • Rule Summary

    • Rule Requirements

    • The Universal Model (Web Hosting of Proxy Material)

    • Key Considerations

  • Notice & Access vs. Traditional Model – The Pros and Cons

  • Early Adopter Considerations, Results, Overall Trends

  • Statistical Overview


Notice access a new proxy alternative2

Notice & Access: A New Proxy Alternative

What is the question everyone is asking……

Should I maintain my existing proxy distribution method?

OR……

Should I adopt the new Notice & Access method?


Notice access a new proxy alternative3

Notice & Access: A New Proxy Alternative

Notice & Access Rule Summary

  • The rule’s intent is to give Corporate Issuers the opportunity to leverage technology to reduce costs associated with the shareholder meeting process.

  • The rule offers Issuers new choices and creates opportunities to save money on print and postage.

  • Issuers may send shareowners a Notice of internet availability of proxy materials in lieu of sending a full set of materials.

  • If the new distribution method is selected, the rule imposes new requirements on Issuers.

  • Issuers may choose to use the new method, but may change their election for any subsequent meeting – Notice & Access is voluntary.


Notice access a new proxy alternative4

Notice & Access: A New Proxy Alternative

Notice & Access Rule Summary

  • Issuers may use a hybrid approach so that some shareholders receive full packages – e.g., high share amounts – and others receive a Notice.

  • The new method cannot be used for business combinations.

  • Other soliciting parties may use the new method regardless of the use by the Issuers.

  • Beneficial or ‘Street’ processing continues to be the responsibility of the intermediaries – Banks and Brokers.

  • Intermediaries must provide the Notice communication process when an Issuer chooses adoption of the new method.


Notice access a new proxy alternative5

Notice & Access: A New Proxy Alternative

Notice & Access Rule Requirements

  • Creation and distribution of a Notice that conforms to the new rule’s specifications.

  • The Notice mailing may not contain any additional inserts or material.

  • The Notice must be sent at least 40 days prior to meeting date and it can be sent Standard Mail.

  • The Issuer may distribute a 2nd Notice – which is a votable form – 10 days after the initial Notice is sent.

  • The Issuer must make all meeting materials available in a printable and searchable format on a designated internet site for up to one year after the meeting date.

  • The Issuer may not use the EDGAR site for this purpose and the site may not use cookies.


Notice access a new proxy alternative6

Notice & Access: A New Proxy Alternative

Notice & Access Rule Requirements

  • The shareholder must be given the option to request either an electronic or hardcopy version of the material.

  • The shareholder must be allowed to make a permanent election to alwaysreceive hardcopy material, or only for the current year’s meeting.

  • Requests for material must be fulfilled within three (3) business days using USPS 1st Class mail or equivalent.

  • Requests for hard copy material must be fulfilled up to one year after the shareowner meeting date.


Notice access a new proxy alternative7

Notice & Access: A New Proxy Alternative

The Universal Notice & Access Model (Web Hosting)

The Universal Internet Availability Model of Notice & Access, was approved by the SEC on June 20, 2007.

  • Effective January 1, 2008, large accelerated filers not including registered investment companies must comply with the Rule.

  • Issuers that are not large accelerated filers conducting proxy solicitations do not need to comply until January 1, 2009.

  • The Rule requires Issuers to post material to an internet site (other than EDGAR) and include certain new information in their distribution or proxy statement even if the Issuer does not use the Notice & Access distribution method.

  • If an Issuer continues to utilize the traditional proxy distribution model, they do not have to comply with the 40 day Notice mailing requirement under the Notice & Access model.


Notice access a new proxy alternative8

Notice & Access: A New Proxy Alternative

Key Considerations – Can I do it?

  • Can I comply with the new rule requirements which include:

    • Enabling hard copy fulfillment; including Inventory Management and Warehousing.

    • Providing for the permanent election (preference) of hard copy material.

    • Ensuring that any ‘prior’ consents receive full packages.

    • Creating a website that is cookie free and subject to significant spikes in usage.

    • Offering a printable and searchable internet version of documents.

      • Material must be available in hard copy and on the internet for a year after meeting date, although fulfillment requests received after meeting date do not need to be fulfilled within three (3) business days and 1st Class postage is not required.

  • How can I quantify potential cost savings?

    • Estimate print costs at shorter runs.

    • Estimate postage savings.

    • Estimate shareowner fulfillment requests.

    • Consider targeted mailing options.

      • Broadridge has financial modeling tools available for Issuers.


Notice access a new proxy alternative9

Notice & Access: A New Proxy Alternative

Key Considerations – Can I do it?

  • How will voting be affected?

    • Identify how shares are held – institutional vs. retail.

    • Identify any quorum concerns.

    • Identify any agenda concerns:

      • Non-routine management proposals

      • Shareholder proposals

    • Changes in the routine (broker) vote

  • Can I meet the demands of the new timeline?

    • Entire meeting preparation schedule must be advanced.

    • The “Notice” must be mailed to all shareowners 40 days prior to the annual meeting

    • Realistically, meeting material must be finalized closer to 45 days prior to meeting date.

      • Issuers have noted that the timeline requirements represent the most significant obstacle to the adoption of the Notice and Access model.

      • Broadridge has an interactive timeline modeling tool available for Issuers.

      • Broadridge is in the process of updating the timeline based on lessons learned.


Notice access a new proxy alternative10

Pro’s

Offers Issuers a choice – the Rule is voluntary

Offers shareowners a choice – the Rule provides for options in how they obtain proxy materials

Offers Issuers the potential for cost savings driven by a reduction in print and postage expense

Provides a means to improve environmental conditions – saves trees, reduces landfill and air pollution.

Establishes the Internet as the preferred medium of information exchange

Electronic documents can more efficiently narrow a search for desired data – i.e. time savings

Adoption demonstrates leadership and innovation in our market and among our peers

Con’s

Accelerated disclosure requirements – i.e. 40 day rule

Shareowner participation and in particular voting may decline

Shareowner confusion may increase

Additional efforts may be needed to off-set potential declines in voting

Security or privacy concerns associated with the Internet

Shareowner education required – i.e. Notice vs. full-set

Staff education required – i.e. new procedures, format and requirements

Still printing material, just at reduced quantities

Notice & Access: A New Proxy Alternative

Contemplating the Pro’s and Con’s – Notice & Access


Notice access a new proxy alternative11

Pro’s

Business as usual – i.e. no questions or confusion

Shareowner participation and voting is unaffected

Disclosure timeframes remain unchanged

No additional training or workload for affected staff members

Shareowner education is unnecessary

Positive image or brand benefit of the Annual Report - i.e. shareowners and marketplace

Hard copy materials are portable and convenient – anytime, any place

Con’s

Business as usual - i.e. stale

Positive environmental benefits ignored

The potential for print and postage savings unrealized

Hard copy materials are dense and difficult to navigate – i.e. time consuming

Perceived as reluctant to adopt and manage change – i.e. lost leadership opportunity

Lost learning and growth opportunity for affected staff members

The printed Annual report offers limited image or brand benefits

Notice & Access: A New Proxy Alternative

Contemplating the Pro’s and Con’s – Traditional Model


Notice access a new proxy alternative12

Notice & Access: A New Proxy Alternative

Issuer “A” - Considerations:

  • We chose Notice & Access because:

    • Our cost savings for printing and postage was expected to be substantially greater than the incremental cost of using the Notice & Access method

      • Note that we have a very large number of shareholders with relatively small holdings

    • We did not perceive any significant marketing value in delivering a printed annual report to each shareholder

    • Our shareholder proposals were straight forward

      • Election of directors

      • Ratification of auditors

    • We considered the risk of annoying our shareholders to be low


Notice access a new proxy alternative13

Notice & Access: A New Proxy Alternative

Issuer “B” - Considerations:

Be prepared to educate the CEO, CFO and Board of Directors on implementation requirements and benefits

  • What they need to Know:

    • How many existing shareholders are currently signed up for electronic delivery?

    • What will potential savings be for printing and postage?

    • What are the new costs associated with implementing N&A?

      • Notice mailing

      • Fulfillment of requests & storage by outside service provider

      • Other –interactive documents, web portals, etc.

  • How many downloads of electronic annual report have you had in the past year?


Notice access a new proxy alternative14

Notice & Access: A New Proxy Alternative

Issuer “C” - Considerations:

  • We chose not to adopt Notice & Access because:

    • Too many unknowns:

      • How much material do we print upfront?

      • Fulfillment requests – how many?

      • Shareowner reaction - confusion?

      • Affect on voting

    • Management was mixed in support of adopting the new model:

      • Annual report viewed as important marketing and communications tool

      • New timeline and procedures were a concern

      • Cost savings were difficult to fully quantify

    • Overall public perception


Notice access a new proxy alternative15

Notice & Access: A New Proxy Alternative

Recap:

  • The new SEC Notice & Access or “e-proxy” rule (the Rule) gives Issuers new choices.

  • To use the Rule, Issuers will have to adopt new procedures and meet new requirements.

  • Issuers need to balance several factors to make the right decision on using the Rule.

  • Broadridge is prepared to help:

    • Review your annual meeting timeline and project plan for your next meeting.

    • Provide issuer specific data and tools, so you make an informed decision.

    • Provide Notice and Access statistics.

  • Broadridge has created a Notice & Access Resource Center on our website at www.Broadridge.com


Notice access statistical overview

Notice & Access: Statistical Overview

Notice & Access rules went into effect on July 1, 2007.

Broadridge provides the Notice & Access alternative to all Corporate Issuers who want to use it.

As of June 30, 2008:

653Corporate Issuers utilized Notice & Access for distribution of proxy information to beneficial shareholders.

586of these Corporate Issuers have held their meetings.

This report contains statistical information on the use of Notice & Access with beneficial shareholders, including:

The characteristics of companies that chose to use Notice & Access, including distribution size and meeting/agenda type

Shareholder voting participation and fulfillment requests


Characteristics of companies using notice access as of june 30 2008

Characteristics of Companies Using Notice & AccessAs of June 30, 2008

By distribution size range

By meeting/agenda type

*Note: there was one instance in which a “soliciting person other than an issuer” used Notice & Access for distribution to shareholders. The matter was settled before the meeting.


Beneficial shareholder voting participation with and without notice access

Beneficial Shareholder Voting ParticipationWith and Without Notice & Access

Retail Voting Response Rates (%)

by Distribution Method

Retail Shares Voted (%)

Average Quorum (%)

Voting response rates for retail accounts receiving paper.  “Without N&A” is for the prior year’s meeting, “With N&A (Notice)” is for the current meeting. “With N&A (Full Set)” is for the current meeting - it reflects voting from prior consents on file and/or stratified delivery.

Beneficial shares processed by

Broadridge. Includes the broker vote.

Averages are calculated on the basis

of each meeting.

As a percentage of total retail shares. Excludes e-delivery and broker votes.

100

90

80

70

60

50

40

30

20

10

0

100

90

80

70

60

50

40

30

20

10

0

100

90

80

70

60

50

40

30

20

10

0

88.15

86.03

64.63

34.28

20.55

16.57

5.51

Without

N&A

With

N&A

Without

N&A

With

N&A

Without N&A

With N&A

(Notice)

With N&A

(Full Set)

“Without” - results for the same issuers in their prior year’s meetings before using Notice & Access. “With” - results for issuers who used Notice & Access. Five hundred and eighty-six “Notice & Access” meetings took place as of June 30, 2008. Mailings of a second Notice are included. Accounts where the holders have consented for e-delivery are not impacted by an issuer’s decision to use Notice & Access and are not included in the data above.


Full sets of proxy materials

Full Sets of Proxy Materials

  • 11.41%* of shareholders received a full set of proxy materials, due to:

    • Prior consent by shareholders to receive a full set of proxy materials; or

    • Issuer-directed stratification of mailings (e.g., sending full sets to larger shareholders, foreign shareholders, or frequent voters). In general, increasing numbers of issuers are stratifying their mailings.

  • In addition, 1.05% of shareowners received a Notice and then requested a full set of proxy materials.

    • Requests for fulfillment of full packages has increased slightly over time.

  • As of June 30, 2008, 2.5 million investor preferences for full-set delivery have been collected. These preferences are used in processing Notice & Access jobs.

    * Represents an average of averages across the 653 issuers


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