 Annual Meeting Handbook
A stepbystep guide to requirements
Broadridge
Executing a successful annual meeting
of shareholders requires the careful
planning and coordination of many parts.
It can be particularly challenging for those
who are new to the process and may not
always have a clear direction about what
is included in an annual meeting and
what to do specically as the meeting
day approaches.
Whether you are a seasoned professional
or managing your rst meeting, this
handbook is intended to be a resource
and practical guide so you can simplify
the planning process and identify annual
shareholder meeting requirements with
the steps and processes needed to have a
well-run annual meeting.
Follow this stepbystep comprehensive strategy for planning and
running an effective annual meeting of your own
CONTENTS
•
Reasons for Annual Meetings
 Steps for Planning and Preparation
01 Review Requirements
02 Create a Time and Responsibility Checklist
03 Choose What Type of Meeting Your Company
Will Conduct
04 Determine the Meeting Venue
05 Meeting Logistics
06 Preparing for the Meeting Day
07 Review the Shareholder Base and Voting Procedures
08 Monitor the Daily Vote Report
09 Design the Ballots
10 Final Preparations
11 The Day of the Meeting
12 After the Meeting
REASONS FOR ANNUAL MEETINGS
Before getting into the necessary preparations just prior
to the annual meeting it is important to briefly cover
some fundamentals
The main purpose of annual meetings is to allow shareholders to
elect the directors who are responsible for the oversight of the
company and its strategic direction In addition shareholders
may be asked to vote on matters proposed by management or
by other shareholders These proposals will be included in the
company’s proxy statement
Corporate annual meetings are required under state law
and also under stock exchange listing requirements for public
companies² State law also governs many of the procedural
requirements of an annual meeting including such topics
as the required quorum the meeting location whether the
meeting can be held virtually and the notice of the meeting
Legal requirements
12 Steps for Panning and Preparation
Review requirements
•
Securities and Exchange Commission (SEC) requirements –
Check for any changes or updates
•
State Law – Verify procedural requirements
•
Articles of Incorporation/Bylaws – Review corporate
governance provisions
STEP ONE - REVIEW REQUIREMENTS
Most often the company’s corporate secretary or their designee
manages and oversees activities related to the annual meeting
Each year well in advance of the annual meeting it is a good
idea to review both the legal and regulatory requirements as
well as the company’s corporate documents relating to the
annual meeting
STEP TWO - CREATE A TIME AND
RESPONSIBILITY CHECKLIST
The best and often most efficient practice for managing annual
meeting preparation is to use a detailed time and responsibility
checklist that covers the entire proxy process including the
events leading up to and just following the annual meeting
This chronological list details every important milestone every
necessary action and every document to be produced and
delivered It also includes the completion date and identifies the
responsible individual
Some companies don’t have this internal document and may rely
on a version from outside counsel to handle many of the details
Taking the effort to create a complete schedule that is tailored
to your company its calendar and its processes well in advance
of the meeting date is a very useful exercise When you have this
schedule it serves as the starting point for the upcoming annual
meeting each year
Some of the important dates tasks and notices may include
the following
Develop and distribute director and officer questionnaires
Draft and review the annual report on Form K and
the proxy statement
Coordinate with the board’s meeting schedule for
reviews/approvals
Determine type of meeting whether inperson or virtual
suggested date record date and location
Prepare annual meeting resolutions for board approval
Coordinate with external service providers including
•
Notices provided to transfer agents/stock exchanges
•
Broker search
•
Register with the Depository Trust Company (DTC)
•
Meeting logistics
•
Obtain required documentation:
•
Draft the script, ballots, and Rules of Conduct
•
Prepare Q&As for the chair
•
Rehearse the meeting
–
Proxy solicitor
–
Transfer agent
–
Tabulator
–
Printer/Distribution facility
–
Inspector of Election
–
External auditors
–
List of registered holders as of the record date
4
–
Affidavit of distribution
–
Omnibus Proxy and position listing from DTC
–
Oath of Inspector of Election
Annual meeting requirements will also be contained in the
company’s own articles of incorporation and bylaws which are
governed by state law
For public companies registered under  of the Securities
Exchange Act of  federal rules address the requirements of
producing and distributing a proxy statement to shareholders³
Planning and PreparationA checklist to prepare for the annual
shareholder meeting
Pro Tip: Consider using a checklist
that is annotated to reference state law
SEC and stock exchange requirements
and your company’s articles of
incorporation and bylaws This helps to
clarify why certain steps in the process
are necessary
Broadridge
STEP THREE - CHOOSE WHAT TYPE OF MEETING YOUR
COMPANY WILL CONDUCT
One of the first tasks related to the annual meeting process is to
consider the type of meeting that will be the most appropriate for
the company at that time This can be a significant decision with
important considerations and should be finalized approximately
six months in advance of the meeting date Company culture
tradition company performance investor concerns and public
health concerns are just a few of the factors that guide the
decision The company’s board of directors should be involved in
the final decision
The meeting type will determine the level of planning and
preparation required No matter which type of meeting you
decide to hold the ability of the company’s shareholders to
fully participate in the annual shareholder meeting is a primary
consideration To facilitate shareholder participation in the annual
meeting the proxy statement should clearly disclose the type of
meeting to be held the location whether physical or online and
who may attend
Annual meeting types
The number of companies holding virtual meetings has
continuously risen over recent years Virtual shareholder
meetings are typically held online at a secure website and
shareholders attend remotely via the internet It is expected that
shareholders will have the ability to pose questions related to the
proposals online as they do at an inperson meeting Shareholder
proponents typically call in on a dedicated telephone number
or video connection to present their proposals Shareholders
may also pose questions about the company’s business online
following the formal portion of the meeting Shareholders should
also be able to cast their votes online in a secure manner while
the polls are open and the meeting is in progress The same
formalities of an inperson meeting will be met and in some
cases the meeting may also be videostreamed over the internet
so that shareholders can see the presenters although this adds
to the costs The more common format has been an audio
webcast Clarity in the proxy statement about the virtual location
of the meeting and how to access it is required along with
instructions in the event of any technical difficulties
The benefits of virtual meetings are many They allow a wider
group of shareholders to participate in the annual meeting
regardless of their location the costs to the company are
typically considerably less than an inperson annual meeting
and environmental impacts are significantly reduced Virtual
meetings eliminate the need for a large physical space security
refreshments or support staff They can be run by a small group
of people in a room or remotely with good audio and/or video
connections if the event is going to be videobroadcast Replays
are also available Directors may attend via the phone video
or in person along with the outside auditors and the Inspector
of Election
Many investors have recognized the benefits of holding virtual
only meetings when inperson meetings are not feasible Some
companies choose to post all questions asked during the meeting
along with the company’s responses on their Investor Relations
page after the meeting The company should include in their
official Rules of Conduct it’s policy for how they will respond to all
legitimate shareholder questions
Virtual meetings
There are generally three types of meetings a company could
choose to hold inperson virtual or a hybrid of the two
Traditionally annual shareholder meetings were always conducted
inperson With the advent of virtual meeting technology
increasingly companies have been moving to virtual shareholder
meetings or in some cases a hybrid meeting that combines an
inperson meeting with a virtual meeting to allow for greater
shareholder participation
Given the trends in technologies and shareholder preferences
some companies are reconsidering the form their annual meeting
should take going forward Some newer companies only know
virtual meetings never having held an inperson meeting
A hybrid meeting combines a physical meeting with the features
of a virtual meeting offering shareholders the option to attend
either in person or remotely Shareholders who attend remotely
are able to participate online and cast their votes online while
the polls are officially open With a hybrid meeting a wider
group of shareholders will have access to the meeting Some
companies have switched to hybrid meetings because while many
shareholders still want to be able to come to their meetings
the company also wants to increase participation by other
shareholders who are not able to attend in person
One drawback to the hybrid meeting is the expense and
duplicative effort The company incurs the costs of both an
inperson meeting as well as the additional costs of a virtual
meeting Furthermore managing questions from inperson
shareholders as well as those participating remotely in a way that
treats both groups equally can be logistically challenging some
shareholders may feel left out despite a company’s best efforts
Historically the inperson annual meeting has been the most
common form of annual meeting  particularly among
established companies It provides a physical location where
shareholders can attend and hear how the company is doing
directly from the company’s leadership They typically see and
hear directly from the company’s chairman of the board and
management and have the ability to ask questions in person
about any proposals during the formal part of the meeting within
limits set forth in the company’s Rules of Conduct Shareholder
proponents typically present their proposals in person at an
inperson meeting Shareholders may also elect to vote in
person at the meeting by ballot although most vote in advance
of the meeting by proxy After the formal part of the meeting
shareholders may have the opportunity to personally interact
with members of the board and senior managers While these
meetings require significant preparation and are tightly managed
shareholders are welcomed to attend in recognition of their role
At the other end of the spectrum for many younger companies
or companies where few if any shareholders attend the meetings
are short simple affairs held in the company’s conference
room or at the offices of outside counsel Outside auditors the
inspector of election and outside counsel are typically the only
noncompany participants present There is no management
presentation and there may or may not be refreshments
Directors may not be present unless there is a board meeting
immediately preceding or following the shareholder meeting
One disadvantage of inperson meetings is that shareholders
who are not able to travel to the meeting are prevented from
participating Some companies will add a webcast feature to the
meeting to allow shareholders to watch the proceedings online or
after the fact but those shareholders are not able to vote or pose
questions during the meeting Expense is another consideration
costs of an inperson meeting can be substantial
In-Person meetings
Hybrid meetings
Annual meeting resolutions
Several weeks or months prior to the annual meeting the board
of directors will adopt resolutions to set the date and location
of the annual meeting the record date that determines which
shareholders will be able to vote decide whether the meeting will
be virtual inperson or a hybrid meeting and designate who the
proxyholders will be for the company The resolutions will also
appoint the Inspector of Election and authorize the corporate
secretary to distribute the notice and proxy statement
Much work will have already occurred to get to this point to
develop the necessary information for the board’s approval
and these resolutions will be part of the overall framework for
the meeting
Broadridge
STEP FOUR - DETERMINE THE MEETING VENUE
The location and the type of meeting you decide to hold will
depend on your company the matters to be voted on investor
expectations and company resources Many smaller companies
may hold inperson meetings in a company conference room or
at their outside counsel’s office The meeting may last only as
long as it takes for the chair to read the script and comply with
legal requirements Such meetings can be completely uneventful
and shareholders rarely attend
These same companies may decide to conduct a virtual
shareholder meeting in which the logistics will include knowing
where the chair the corporate secretary the director of investor
relations and any technical support will be located They may
all be together with access to the virtual meeting site or remote
but still be able to monitor attendance and respond to any
shareholder questions Anyone with a speaking role should have
access to a phone line  preferably a landline Others such as
other board members the Inspector of Election and outside
auditors may all be attending remotely If an inperson board
meeting follows the annual meeting board members may be
physically present for the virtual meeting Just as with inperson
meetings a process for responding to shareholder questions and
comments must be built into the meeting at designated times
As companies start to mature some of their shareholders will
attend an inperson annual meeting  primarily to meet the
management and board and hear firsthand about the company
In other situations the same handful of dedicated shareholders
who may have bought their stock in an IPO will attend year
after year just to show their support for the company At
some point the company may decide to move the inperson
meeting to an auditorium or hotel facility to accommodate the
growing number of shareholders coming to their meetings
STEP FIVE - MEETING LOGISTICS
The type and location of the meeting help determine some of
the logistical considerations For example if the meeting will be
on company premises company resources will be used for the
most part although additional security or parking attendants may
be hired If the meeting will be held at a hotel or auditorium you
will need to determine what resources are available from that
location what your needs are and then arrange for them If you
hold a hybrid meeting the location must have reliable highspeed
internet access and adequate technical support These logistics
have to be scaled to your company and your meeting
Some smaller companies prefer using a hotel meeting room
and its facilities because there are more resources available
to support them and it is more convenient than using
company facilities
Security
It is important to plan for the security and safety of attendees at
inperson annual meetings as well as the corporate officers and
directors who will be there Security can range from adding traffic
control and setting aside parking for shareholders to inspecting
bags of attendees or having an onsite police presence at
your meeting
Security is a sensitive topic Be sure
to inform shareholders in the proxy
statement of any security screenings
and let them know if they will be asked
to surrender electronic devices or other
personal possessions
If there are contentious proposals or if your company officers
or directors are in the limelight you may need to increase
security Some companies will have uniformed officers outside
of the meeting and plainclothes officers inside  sometimes
less noticeable other times more obvious If your meeting is at
a hotel you work with their security and you may have your own
security people on hand as well
There are times when metal detectors may be required for
your meeting Each year you should explore well in advance of
the meeting what level of security will be appropriate for the
upcoming meeting based on the current situation Your needs
may change from year to year
STEP SIX - PREPARING FOR THE MEETING DAY
As the annual meeting day gets closer there are a number of
required documents that need to be prepared
•
Agenda
•
Ballots
•
Rules of Conduct
•
Oath of Inspector of Election
•
Script
•
Final Report of the Inspector of Election
•
Calling the meeting to order
•
Welcome and introductions
•
Proposals and related Q&As
•
Voting
•
Announcement of preliminary results
•
Adjournment
•
Business presentation
•
Q&As
•
Who may attend
•
Who may speak
•
Time limits for questions/comments
•
Nature of questions
•
Use of cellphones or other devices, cameras,
video and audio recordings
•
Prohibited behavior
Prepare the agenda
Some companies will provide an agenda for the meeting so that
shareholders know what to expect Simple short meetings do not
require an agenda
Agendas typically cover the following
Draft the Rules of Conduct
Companies will often have Rules of Conduct for attendees It is a
good practice to hand them out to shareholders as they walk into
the meeting These rules let shareholders know what is expected
and often address
Typically questions/comments about the proposals in the proxy
statement are allowed after they have been presented during
the meeting Only shareholders may ask questions at this time
Shareholders are typically given two to four minutes to speak
offer their comments or ask their questions They may be limited
to one question or comment
If questions come up that are not related to the proposals the
chair will state that there will be time after the formal part of
the meeting for questions/comments of a more general nature
Tact and good judgment are required to manage the process
particularly if there are many shareholders who wish to speak
Draft the meeting script
The purpose of a script is to organize the flow of the meeting
and to make sure the chair or the corporate secretary of the
meeting covers all required points The chair typically begins by
calling the meeting to order and then introduces board members
company executives the external auditors and the Inspector
of Election Then the chair may cover the Rules of Conduct and
announce that a quorum is present so that the meeting can go
forward The chair presents each of the matters to be voted
on announces the voting procedures the date and time of the
opening and closing of the polls Finally after conferring with the
Inspector of Election the chair or the inspector announces the
preliminary results before the chair adjourns the meeting A good
practice is to allow a reasonable pause in the script following the
presentation of the proposals before closing the polls to allow
shareholders the right to vote or change their vote
Begin drafting the script a couple of weeks before the meeting
so that it can be reviewed and finalized well before the meeting
Allow your Inspector of Election an opportunity to review the
script so that they know what is expected whether they will be
asked to present the results and in what form or if the chair will
report on the results
Keep your script simple and avoid repetitive language While
some procedures such as establishing a quorum before
proceeding are important  Robert’s Rules of Order don’t really
apply Unless your bylaws require it the chair need not ask for
a motion and a second to present matters that are in the proxy
statement or to adjourn the meeting
Pro Tip: Both the drafter and the chair
should practice reading the script before
the meeting to make sure the language
sounds natural and isn’t overly formal
Expect the unexpected. Prepare an
emergency script so that the chair
has the appropriate language for any
situation that may arise.
An emergency script ensures that the chair knows what to say
and do in case of an emergency or other unplanned event For
example if someone wants to nominate a director from the floor
at the meeting the emergency script will provide language that
notes the company’s advance notice bylaw provision on how
that applies to the nomination If there is an emergency and the
meeting must be adjourned a prepared script allows the chair to
quickly declare that a quorum exists and that the matters have
been approved or not before adjourning the meeting In the event
of a disruption you want to have language to cover that situation
As soon as the formal business of the meeting is over the chair
adjourns the meeting If there is a business presentation and a
Q&A session they typically occur after the formal meeting has
been adjourned
Admission to the meeting
The location and the type of meeting you decide to hold will
depend on your company the matters to be voted on investor
expectations and company resources As noted previously many
smaller companies may hold inperson meetings in a company
conference room or at their outside counsel’s office The meeting
may last only as long as it takes for the chair to read the script and
comply with legal requirements Such meetings can be completely
uneventful and shareholders rarely attend
8 Broadridge
9
Place in the admissions area a list
of everyone who will be attending
the meeting in an official capacity,
such as the Inspector of Election, the
outside auditors, outside counsel, the
directors, officers, and any shareholder
proponents, so they can be greeted and
allowed into the meeting room without
fuss. Name tags are a simple way to
ensure that your official attendees can
easily be identified.
Coordinate in advance with any
shareholder proponents as to whether
they will attend the meeting to
present their proposal in-person or
have a representative do so. When a
shareholder proponent or representative
arrives, have a company representative
greet the person to explain when and
how they will present the proposal. Seat
the proponent near a microphone to
facilitate the presentation and keep the
meeting moving forward.
Select a registration system
Increasingly companies are using an advance registration system
for both beneficial and registered shareholders who plan to
attend the annual shareholder meeting either inperson or
virtual Each individual’s status as a shareholder can be verified
in advance and for inperson meetings shareholders can print
out or bring a barcoded ticket that the company scans before
permitting entry to the meeting This process provides a secure
and convenient way to expedite entry into a wellattended
shareholder meeting It also enables companies to better
plan for attendance seating parking and refreshments For
virtual meetings the advance registration allows the company
to better plan for the overall meeting with information about
shareholder attendance
Develop a media strategy
Have a plan for media representatives if they come to your
meeting What sort of identification will you require for
example Often media representatives will be met by a company
representative and accompanied into the meeting If there are
Rules of Conduct applicable to the press have the printed rules
on hand and make sure they receive a copy Typically members
of the press are not allowed to ask questions during the formal
part of the shareholder meeting
BEST PRACTICES
BEST PRACTICES
Develop a media strategy
A welldesigned ballot reduces the amount of time needed
to research whether the shares can be included in the total
The ballot should
•
Know which shareholders plan to attend
•
Streamline verification
•
Expedite the admission process
•
Ensure adequate event planning
•
Achieve better control
•
Enhance security
•
Identify each matter to be voted on
•
Ask for the actual vote
•
Have a place for the shareholder to both print and sign
their name
•
Ask how many shares are being voted
•
Ask how those shares are held
STEP SEVEN - REVIEW THE SHAREHOLDER BASE
AND VOTING PROCEDURES
It is always important to understand the company’s shareholder
base as different rules apply to the voting procedures for
different types of shareholders
Registered holders
Registered holders own and vote their shares directly through
the company They are listed with the company’s transfer agent
and tend to be individual holders Each registered shareholder
receives a proxy statement from the company along with a proxy
card so that they can vote their shares The completed proxy
card is returned to the tabulator who scans it and tallies the
votes By signing and returning the proxy card the shareholder
authorizes the board’s proxyholders to vote as instructed on the
shareholder’s behalf Instructions may also be given by telephone
or via the internet if this service is available
Beneficial holders
Beneficial holders sometimes referred to as “street name”
holders are shareholders who hold shares in book entry form
through another entity such as a bank or brokerage firm
Beneficial holders must instruct their bank or broker on how to
vote their shares on company matters that require shareholder
approval Beneficial shareholders receive a voter instruction
form VIF from their broker to indicate how their shares should
be voted
Under stock exchange rules brokers may vote without instruction
from the beneficial owner on any “routine matter” as defined
by the New York Stock Exchange such as ratification of the
independent auditing firm the company uses to audit its financial
statements but they are prohibited from voting without
instruction from the beneficial owner on “nonroutine” matters
such as the election of directors or approving an increase in
the number of equity plan shares If the beneficial holder does
not instruct the broker on a matter those uninstructed shares
become “broker nonvotes”⁶ If the beneficial holder wants to
come to the annual meeting and vote they can request a legal
proxy that allows them to vote their shares directly
In the case of virtual meetings beneficial shareholders have
the ability to attend and vote at meetings without attaining a
legal proxy
In some cases brokers have decided not to vote uninstructed
shares on “routine” matters such as the ratification of the
auditor which has the potential to affect a company’s ability to
achieve a quorum for its annual meeting⁷
Additionally many companies have more beneficial holders
than previously as a result of increased interest in investing by
individuals which can present communications challenges if these
holders are new to investing or don’t bother to vote
The vast majority of banks and brokerage firms use DTC as a
custodian to hold beneficially owned shares on their behalf
The names of the beneficial owners of shares are not listed in
the company’s stock records Instead these shares are shown
as owned by Cede & Co the name used by DTC when holding
shares on behalf of its participant banks and brokerages Upon
request DTC can produce a list showing the shares held by
individual banks and brokers
Because the names of beneficial holders are not listed in the
company’s stock records the company does not know who
they are although it is possible to obtain their names if a
beneficial holder consents Beneficial holders who allow their
names and contact information to be disclosed to the company
are commonly known as “nonobjecting beneficial owners”
NOBOs Shareholders who object to the company being given
their name and contact information are referred to as “objecting
beneficial owners” OBOs
Beneficial holders have the right to
instruct their bank or broker on how to
vote their shares on company matters
Both registered and beneficial holders may be individuals
or legal entities such as trusts or corporations Employees
may be significant owners of the company and they may be
both registered and beneficial holders through equity grants
company stock purchased through employee stock purchase
plans ks and other benefit plans which are administered
by trustees
Institutional investors are organizations in the business of
investing for others such as pension funds and mutual funds
or for themselves as their major line of business Institutional
investors often use investment managers and brokers to manage
their holdings and are therefore usually beneficial holders rather
than registered holders
 Broadridge
11
STEP EIGHT - MONITOR THE DAILY VOTE REPORT
Starting  days prior to the annual meeting Broadridge will send
out a daily vote report to the people designated by the company
to receive a copy It is important to monitor this report carefully
as it provides valuable information that can impact the success of
your meeting
STEP NINE - DESIGN THE BALLOTS
There are two kinds of ballots for the annual meeting the
shareholder ballot for an inperson annual meeting and the proxy
committee or proxyholder ballot
Reaching quorum
At some point prior to the meeting enough shares should
have been voted to reach the required quorum of the shares
outstanding Once a quorum has been reached the meeting can
go forward Be sure to know the quorum requirements stated
in the company’s bylaws  typically a majority of the shares
outstanding If you do not have a quorum by the time of the
meeting the meeting will have to be postponed until a quorum
can be reached
Status of proposals
The daily vote report can also advise how the vote is going on
each matter In some cases it isn’t known until the votes start
coming in that a matter is not doing well in which case you
may need to make a concerted effort with investors Often
large investors don’t vote until quite late in the process Some
companies engage proxy solicitors to help them with the vote
typically months before the annual meeting but this can also
occur later in the process
As noted monitoring the composition of the company’s
shareholder base throughout the year is essential as it can
change Shareholder outreach throughout the year in various
ways may be required Some companies have developed multi
pronged approaches to reach the various segments of their
shareholder bases
Pro Tip: Gentle reminders to officers and
directors to be sure to vote their shares
can be very helpful as they often hold
significant amounts of stock Broadridge
or your proxy solicitor if you have one
may be able to tell you which of your
large investors have not yet voted
Proxy holder ballot
The board will have named one or more people as the
proxyholders for the company when adopting the annual meeting
resolutions These are the people who are authorized to actually
vote the shares represented by proxy and may be each of the
company’s general counsel and the chief executive officer The
proxy holders’ names appear on the proxy card
The proxyholder ballot lists the matters to be voted on and then
provides a space for the number of shares represented by proxy
to be filled in Broker nonvotes are not included here The final
report of the tabulator will very often have the numbers for
this report although valid proxy cards may be turned in at the
meeting in which case those shares should be included in the
total shares represented by proxy
Once completed the signed proxyholder ballot is typically kept
in the company annual meeting file by the corporate secretary It
serves as evidence that the shares were actually voted and how
many shares were represented by proxy
It is a good practice to have the proxyholder ballot signed by the
proxyholders before the meeting begins and then have the ballot
completed before the polls close during the meeting
Shareholder ballot
Any shareholder who wishes to vote at an inperson annual
meeting is provided with a ballot These may include
•
A shareholder who sent in a proxy card but now wishes to
revoke it and vote directly
•
A registered shareholder who has not yet voted
•
A beneficial holder who comes with a legal proxy and is
therefore authorized to vote their shares at the meeting
Some shareholders may not be aware that if their shares are held
with a broker they are not able to vote their shares unless they
have received a legal proxy from the broker or in some cases
Broadridge The best way to handle this issue is to politely collect
all ballots and allow the Inspector of Elections to determine which
shares will be included in the total vote count
Shareholders who wish to vote during a virtual meeting are able
to do so while the polls are open but their status as a shareholder
must be validated before their shares can be included in the vote
total The Inspector of Election will include any shares that have
been validated before issuing their final report
STEP TEN - FINAL PREPARATIONS
STEP ELEVEN - THE DAY OF THE MEETING
Prepare the chairman
Some companies help the chairman get ready for the meeting
by drawing up a list of questions that may come up at the annual
meeting so that responses can be prepared in advance
The process may gather input from investor relations human
resources and others Questions include those that may have
arisen during analyst calls and meetings questions or issues
that the corporate secretary’s office is aware of questions on
the benefit plans if relevant company dividends uses of cash
and more The point is to consider what is going on with the
company anticipate what shareholders may want to learn and
make sure the chair is comfortable responding to the questions
Keep in mind that the chair may direct questions to particular
officers and directors so they also need to be prepared Give
some advance thought as to what might come up and make
sure that any suggested responses are in line with existing
company disclosures
Who attends
Many companies ask their board members to attend the meeting
inperson or to participate in a virtual shareholder meeting
If shareholders are going to be present it is good practice to
have the board members present as well as the executives It
is common for board and committee meetings to be held on
the same day as shareholder meetings In some cases board
members will be available by telephone or video at the annual
meeting if not there inperson Public companies must disclose
in the proxy statement whether they have a policy about board
member attendance at the annual meeting and whether any
directors were unable to attend
Some shareholders care whether board members show up for the
annual meeting and may make voting decisions based on director
attendance ln the case of a virtual shareholder meeting directors
may be “attending” the meeting but not be physically present 
in which case it will be important for the chair to notify investors
of their presence in the meeting script
The outside auditors will send a representative to the meeting
either inperson or virtually to be available for questions The
name of the persons in attendance is included in the script and
the individual is introduced at the meeting
The Inspector of Election will attend both an inperson meeting as
well as a virtual meeting and will be introduced at either meeting
Sometimes outside counsel is present and is introduced as well
as are any executives in attendance
Assemble the corporate secretary’s binder
The corporate secretary is responsible for bringing any required
documents and reference materials to the meeting In addition to
the script the documents will usually include
The Affidavit of Distribution
A copy of the Omnibus Proxy provided by DTC
The certified list of registered shareholders as of the record date
Copies of the company’s bylaws
The certificate of incorporation
Applicable state laws
Proxy materials the proxy statement proxy card Form K
and the annual report
Anything else that could be helpful
 Broadridge

Some companies encourage employees to attend inperson
annual meetings  perhaps to fill empty chairs However for
the most part unless they have a role at the meeting employees
are usually not encouraged to take time away from their work
to attend
Role of Inspector of Election
The Inspector’s role as determined by state law
for an annual
shareholder meeting either an inperson or virtual meeting is to
Final report of Inspector of Election
The Inspector of Election will come to the meeting with a
preliminary report of the votes If there are no changes at the
meeting that report becomes the Final Report of the Inspector
If there is voting at the meeting the Inspector will determine the
final numbers include them in their report and provide it to the
company The company uses that Final Report as the basis for
the numbers in the Current Report on Form K that must be
filed with the SEC within four business days of the meeting if the
company is subject to those rules
Ascertain the number of shares entitled to vote on each matter
Determine whether a quorum is present
Tabulate or oversee the tabulation of voting on each matter
Rule on the validity of any ballot or proxy present at the meeting
Certify the final results of voting
The Inspector of Election takes an oath to act with impartiality
and to the best of their ability when fulfilling the duties as the
Inspector of Election
STEP TWELVE - AFTER THE MEETING
The corporate secretary will draft the minutes for the annual
meeting They may prepare a draft in advance of the meeting
based on what is expected to occur and then revise it following
the meeting to reflect actual events The minutes capture the
formal business portion of the meeting After review by the
chairman and others such as the general counsel the minutes will
be filed in the minute books and a copy included in the annual
meeting file as well The Final Report of the Inspector of Election
may also be attached to the minutes
Annual meeting files
Each year the corporate secretary will create files for the annual
meeting Many have physical files in addition to electronic files
Everything related to the annual meeting will be preserved in
these files except the original minutes for the meeting which will
be filed in the company’s minute books Documents may include
The Time and Responsibility checklist
Copies of correspondence with brokers the transfer agent
plan trustees Broadridge and others
Information about the meeting location
Information about security
Contacts both internal and external
The meeting script
The oath of Inspector of Election
The completed and signed master or proxy committee ballot
The Omnibus Proxy from DTC
The certified list of registered shareholders as of the
record date
The Affidavit of Distribution of the proxy materials
A copy of the blank ballots used at an inperson meeting
After the annual meeting the additional documents may be
filed in the annual meeting files or in some cases the minutes
book including
This file may be a shared one with input from those who worked
on the annual meeting The point is to have a centralized file with
evidence of everything related to the meeting so that each year
there is a reference point and no one has to start the process
from scratch
The proxy statement will typically have its own file and backup
materials including information related to management and
shareholder proposals
Debriefing session
Following the meeting the corporate secretary often holds a
debriefing session with those involved to review what went well
and note where improvements can be made going forward Going
through this review process is a valuable step that should not
be overlooked as it may begin the planning process for the next
annual meeting
ABOUT THE ANNUAL MEETING HANDBOOK
Broadridge has partnered with Kristina Veaco to publish this
invaluable resource for those responsible for the planning and
execution of an annual shareholder meeting
About the author
Kristina Veaco is a corporate governance lawyer and the founder
of Veaco Group a corporate governance advisory firm The firm
specializes in board evaluations and assessments leading to more
effective boards wwwveacogroupcom Prior to forming Veaco
Group Ms Veaco was responsible for the Corporate Secretary’s
Office for McKesson Corporation and previously headed the
corporate securities group at AirTouch Communications Ms
Veaco is a longtime member of the Society for Corporate
Governance a fellow at the ESG Center of the Conference Board
and a member of the International Women’s Forum She is a
frequent speaker and author on corporate governance topics
Ms Veaco is the coauthor with Cherie Sorokin of a Bloomberg
BNA portfolio on the Role of the Corporate Secretary Facilitating
Corporate Governance and the Work of Corporate Boards 
Corporate Practice Series Ms Veaco also acts as an independent
Inspector of Election through CTHagberg LLC
Del General Corporation Law   California Corporations Code  
Nasdaq Listing Rule  New York Stock Exchange Listed Company Manual  
Regulation SK Items   CFR  
DGCL   The list of shareholders entitled to vote at the meeting shall be available for
inspection at the company’s offices for at least  days prior to the meeting This list should also be
at the meeting site to verify registered holders
As noted DTC is the custodian for the shares held by most of the banks and brokers In order to
vote the shares in a particular company DTC issues an Omnibus Proxy assigning its voting rights as
custodian of those shares to its bank and broker clients The Omnibus Proxy which is sent to the
company also lists the number of company shares held by each of its bank and broker clients The
banks and brokers who are clients of Broadridge in turn assign their voting rights in the company
shares to Broadridge who tabulates the VIFs as instructed by the beneficial holders Broadridge then
appoints the company’s proxyholders to vote the shares according to the instructions on the VIFs
Broker nonvotes are included in the vote for purposes of the quorum when there is a “routine”
matter in the proxy statement but not towards any matter in the proxy statement that is not
“routine” See footnote  below
TD Ameritrade and Schwab both have eliminated the practice of voting uninstructed shares
proportionately to those shares for which they have received instructions
Be mindful of the current proxy rules around solicitations starting with Rulea under the
Securities Exchange Act of  as amended and related provisions
See eg DGCL   Cal Corp Code  
©  Broadridge Financial Solutions Inc Broadridge and the Broadridge
logo are registered trademarks of Broadridge Financial Solutions Inc
CICOGBAnnualMeetingHandbook
Broadridge.com
Broadridge Financial Solutions NYSE BR a global Fintech leader with over  billion in revenues provides the
critical infrastructure that powers investing corporate governance and communications to enable better financial
lives We deliver technologydriven solutions that drive business transformation for banks brokerdealers asset and
wealth managers and public companies Broadridge’s infrastructure serves as a global communications hub enabling
corporate governance by linking thousands of public companies and mutual funds to tens of millions of individual and
institutional investors around the world Our technology and operations platforms underpin the daily trading of more
than  trillion of equities fixed income and other securities globally A certified Great Place to Work® Broadridge
is part of the S&P 
®
Index employing over  associates in  countries For more information about us
please visit broadridgecom