As many of America’s publicly held companies have emerged from the 2007 proxy season, we’ve seen a number of trends: proposals dealing with say-on-pay, majority voting for election of directors, shareholder proxy access, the independent board chairman, and much more. We are also witnessing the growing role of activist institutional investors and “empty voting” by […]
Louis M. Thompson
Posted inBoards & Shareholders
How To Make ‘Investor Day’ Work For You
Public companies are increasingly turning to an “Investor Day” as a way to tell a broad audience of analysts and investors what the company is doing and where senior management sees it going. The concept of bringing the investment community to the company isn’t new, but it took on a revised form with the passage […]
Posted inBoards & Shareholders
Barbarians At The Gate; Do You Open Up?
An increasing number of companies will experience investors knocking on the board’s door asking to meet with the entire board or independent directors to take up their issues. Board members will want to know and consider: Who are these investors, and what’s their agenda? Should the board meet with them? and Do investors have a […]
Posted inFrom the Archive
Shareholders And The New Proxy Disclosure
Companies subject to the new Securities and Exchange Commission rules on disclosure of executive compensation would be well advised to adopt the familiar Boy Scout motto: “Be Prepared.” While the disinfecting light of full disclosure and transparency are laudable goals, they will be accompanied by consequences that companies need to be prepared to address. These […]
Posted inAccounting & Auditing
Investor Communications In An E-Proxy Era
If a corporate annual report fell in the forest, would it make any noise? Would anyone listen? And a related question: Is the traditional glossy annual report becoming a dinosaur as a means to communicate with investors? The Securities and Exchange Act requires companies to report to their shareholders annually on their financial performance through […]
Posted inFrom the Archive
The Rationale For Giving Earnings Guidance
It’s always a good practice for companies to review their corporate-disclosure policy—preferably a written document—at least annually. For calendar-year end companies in particular, now is a good time for the disclosure committee to review your company’s disclosure policy and recommend appropriate changes. One of the practices that is getting increasing attention in the C-suite and […]
Posted inBoards & Shareholders
Shareholder Democracy To March On In ’07
The 2007 proxy season for calendar-year companies is just around the corner. Given all the changes that have happened so far in 2006 and still loom between now and the proxy season next spring, it’s worth taking a close look at what we are likely to see in 2007 and what companies need to do […]
Posted inBoards & Shareholders
Buy-Side, Sell-Side: What’s A Company To Do?
It’s no longer business as usual in the world of investor relations. And the changes are coming faster than many senior corporate managers realize. For years, most companies could count on sell-side analysts to communicate their story to institutional and individual investors. And in most cases, the securities analysts’ research almost always included “buy” recommendations. […]
Posted inFrom the Archive
Making The New CD&A Count For Something
Securities and Exchange Commission Chairman Christopher Cox recently told members of the New York Financial Writers Association that their jobs would be a lot easier if regulators didn’t make things so complicated in the first place. “That’s why, at the SEC, we’re mounting an all-out war on needless complexity,” Cox reportedly said. “Saying what you […]
