Annual Shareholder Meeting & Proxy
As each proxy has its own unique challenges, it is important to team up with a proxy agent that has the necessary experience and knowledge to operate a successful shareholder meeting. Colonial is able to provide you and your shareholders complete, professional, and integrous support, while keeping you in regulatory compliance. Whether you are sending full-sets or the notice-only for your annual meeting, our dedicated account representative will guide you through the entire process.
- Meeting Planning- Through a free consultation and cost analysis of prior meetings, we will design a timeline that meets your needs.
Broker Search and Distribution- We will send out search cards to DTC and all proxy institutions similar to Broadridge.
- Integration with Broadridge & Brokers- We will set up your meeting, print materials for beneficial shareholders, ship to brokers and tabulate their votes.
- Edgar Filing- We can perform the Edgar Filing of your proxy statement and notices.
- Document Preparation- Whether your document needs to be converted into HTML or PDF, we will help you prepare it.
- Printing & Mailing- We can typeset, print and mail your documents to shareholders.
- Notice and Access Web Hosting- A compliant webpage will be designed specifically for your company which allows Broadridge to enable electronic delivery, likely reducing printing costs.
(Example: www.colonialstock.com/company name and year)
- Hard Copy Fulfillments- Shareholders may request paper materials at no expense per Notice and Access rules. We can provide that service including document storage, and print-on-demand services.
- Internet Voting- Shareholders can vote electronically on our secure real time internet and toll-free telephone voting system.
- Tabulation- We tabulate votes of both registered and beneficial holders into one master report.
- Voting Reports- Detailed voted and unvoted statistical reports can be emailed on a scheduled basis.
- Additional Solicitation- Mailing of additional materials and notices to selected groups by share ownership.
- Inspector of Elections- To help coordinate the success of your meeting, we can send an inspector of elections to oversee it.
- Professional Proxy Solicitation Services-
Laurel Hill Advisory Group offers guidance to public issuers in the areas of Corporate Governance, Shareholder Activism, Executive Compensation Analysis, M&A and Proxy Solicitation. Over the next few months all publicly traded companies, regardless of market capitalization, will be responsible for Say On Pay regulations under the Dodd-Frank Act; for many companies this will be uncharted waters. Many institutional investors routinely follow the vote recommendations of shareholder advisory services such as ISS and Glass Lewis; Laurel Hill Advisory Group can offer assistance in minimizing the risk of shareholders’ rejection of management proposals, including those on compensation, which would make the company a target for future ISS and Glass Lewis scrutiny. Call your account representative for more information.
See also article "The Lessons of Citigroup's Say on Pay Loss for Small and Micro Caps"
Colonial's Notice and Access Services
The new Notice and Access rule, effective January 1, 2009, requires issuers to post annual meeting materials on an internet website accessible to shareholders. Our state-of-the-art proxy platform is compliant with SEC hosting requirements and includes real time Online Proxy Voting. Please view our Notice and Access page for specific details concerning the rule.
How can this help you?
With the ability to eliminate paper and postage costs, your company will be able to lower costs and focus more on obtaining effective shareholder voting results.
How does it work?
Your shareholders will receive a proxy notice that includes the meeting time and place, a control number for voting, and a website link for viewing materials. Shareholders then can enter the link into an internet browser to view materials. While viewing materials, shareholders are able to, at the click of a button, view the materials in HTML or PDF format, request paper copies, sign up for future email distribution, and vote their shares. After voting their shares they can request a confirmation of their vote to be sent by email. If they are not experienced with the internet, they can call our Toll-Free Phone Number on the proxy notice to vote over the phone.
Instructions for setting up your Notice and Access Annual Meeting are in the Shareholder Meeting Information Form.
Annual/Special Meeting Procedures and Preparation
When the Issuer notifies Colonial Stock Transfer of its intention to hold a shareholder meeting, Colonial will send the Shareholder Meeting Information Form to the Issuer outlining the procedures to implement the proxy. This form will give Colonial the necessary information to initiate the broker search and begin the process. A timeline with detailed step-by-step instructions are included.
An annual meeting for a public company allows management to present general information about the company and its status to its shareholders and hold a proxy vote for the election of the Board of Directors, auditors or anything else that may require shareholder approval. A quorum is required to hold a valid meeting, and is determined by the Company's Bylaws.
If the issuer is subject to the SEC's proxy rules, the requirements for notification and proxy solicitation for an annual shareholders meeting are very complex and demand considerable planning, coordination, and follow up. Therefore, the Company's SEC attorney, auditors, and Colonial Stock Transfer must be extensively involved in the preparation and mailing of the annual meeting notice.
Setting Annual Meeting Dates
Generally, the dates for your Annual Meeting should be set within a 90-day period. More time may be required, depending on Corporate Bylaws and/or State of Incorporation. Please check with your legal counsel to verify your particular time frame.
- Record Date: At least 20 business days prior to the record date, the broker search needs to be initiated by sending in the Shareholder Meeting Information Form. (SEC Rule 14a-13 requires that a Broker Search should take place at least 20 business days prior to the record date. Consult your securities attorney for specific SEC notification rules.)
- Mail Date: Allow 5-8 business days between the record date and mail date for the beneficial broker records to be merged. Please note that the registered shareholders may be mailed to 1 business day after the record date.
- Proxy Statement Filing Date: Allow 1-3 business days between the definitive proxy statement SEC Filing date and mail date.
- Meeting Date: At least 40 calendar days is required between the mailing and meeting dates if you are sending the Notice only. If you are planning on sending a full set delivery with the Notice, the materials do not need to be sent the full 40 calendar days in advance of the meeting. Please be sure to
plan enough time between the mailing
and meeting dates to allow shareholders plenty of time to return their proxies. If you are mailing Full Sets, please adhere to all the date planning above except for the required 40 calendar days between the mailing and meeting dates.
Important Note For All Meetings- If you are voting on routine proposals the brokers are required to have the proxy materials mailed to their beneficial shareholders 15 calendar days prior to the meeting date or the proposals will fall into a "non-routine" category. If they are not able to mail 15 days prior, the brokers must then wait to receive instructions from their beneficial owners, indicating how they actually want to vote, jeopardizing the passing of your proposals. Once Broadridge has received the proxy material, they are allowed up to 5 business days before they mail, so you have to get material to Broadridge at least 20 days prior to the meeting date. It is highly recommended that you allow extra time to accommodate such circumstances.