"Routine" annual meetings truly are a thing of the past. Due to SEC-required mandatory Say on Pay in 2011 following the 2010 elimination of broker discretionary voting in director elections, all companies – including those that previously conducted "plain vanilla, Directors and Auditors" meetings – need to pay close attention to the wishes and votes of their shareholders. As consultants, we review our clients' entire annual meeting procedures and preparations. This review includes the proxy agenda and disclosures, solicitation strategy and tactics, application of new technologies and potential unintended consequences, and the ground rules for meeting participation and conduct. Where requested, we also serve as inspector of elections.
Following the meeting, while memories are fresh, we lead our clients through a comprehensive, post-meeting review process, including tactics and results, with an eye toward identifying improvements to future solicitation campaigns. In this process, we often identify particular investors that are candidates for post-meeting engagement by the company.