board members When & Why Proxy Votes Are Becoming Increasingly Important to Boards

Host: TK Kerstetter
Guest: Ron Schneider, Director of Corporate Governance Services, Donnelley Financial Solutions

With respect to proxy voting, times have certainly changed over the last decade. Boards are getting involved (and/or being pulled into) more voting situations on a broader range of issues. Amid heightened levels of shareholder activism, boards are receiving more attention and push-back related to say on pay and board composition. Good intelligence and a thorough understanding of the company’s voter base has never been more important than it is today as boards seek to mitigate foreseeable hurdles or risks.

In this episode, Ron Schneider (Director of Corporate Governance Services for Donnelley Financial Solutions) also draws on his experience as a proxy solicitor to revisit the introduction of e-proxies and the impact it has had on retail shareholder voting. Schneider lists several reasons why boards are becoming more involved in proxy voting situations, and he also outlines a roadmap for boards that are looking to ensure good voter turnout. Throughout the episode, we touch on the following:

(1) What hot-button topics are demanding board attention this proxy season?

(2) Nearly ten years after e-voting was introduced, what effect has it had on retail shareholder voting? On the success of activist campaigns?

(3) What key steps should boards take to encourage participation from their retail voters?

“Boards have to know their company’s ownership or voter profile. You can have two competitors (e.g., two banks across the street from each other) that are the same size and have a lot of the same characteristics—but they could have completely different ownership profiles. Quite often, people make that mistake [about their peers]... While the corporate secretary and investor relations certainly knows this, it’s important for board members to track the on-going shift in the composition of their ownership.”

– Ron Schneider, Director of Corporate Governance Services, Donnelley Financial Solutions

Schneider proceeds to outline several steps that boards can take to be both informed and proactive in proxy voting situations. As we head into this topsy turvy proxy season, you’re not going to want to miss this episode!

board members When & Why Proxy Votes Are Becoming Increasingly Important to Boards
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