NOTIFICATION AND SETUP GUIDELINES FOR SHAREHOLDER MEETINGS
We, at Publicease, appreciate the importance of your annual meeting to you and your shareholders. We have dedicated ourselves to providing the best possible EDGAR and Financial Printing services to you. In an effort to properly address all aspects of your meeting, we have outlined information guidelines as a reference tool for you during the proxy season.
I. Meeting Type:
Is your meeting an Annual or Special Meeting?
II. Dates:
- Record Date: A minimum of 2-3 business days is required between a record date and mail date to ensure broker settlements and internal processing.
- Material Receipt Date: Please notify Stock Transfer Agent/Broadridge with an expected delivery date for materials. Printed materials should be delivered at least 2 business days prior to the specified mail date to ensure mailing completion by the requested date. NOTE: Broadridge typically requires all printed materials to arrive 5 business days prior to the specified mail date.
- Mailing Date: A minimum of 20 to 30 business days between mail date and meeting date is recommended. If not mailing via first class please allow 6 to 8 weeks.
- Meeting Date: Please notify Stock Transfer Agent/Publicease if any of the above dates change.
Notification to Broadridge Proxy Services and the Depository Trust Company of these dates and any Subsequent changes are also required.
Your Stock Transfer Agent must receive a position listing from the Depository Trust Company as of the Record date. Please setup authorization for your Stock Transfer Agent to request listings on your behalf online. Please follow the instructions for registering online with DTC at the following website:
http://www.dtc.org/dtcpublic/html/lob2/prod9/signup.ht
III. Broker Search:
Will your Stock Transfer Agent conduct the broker search?
(SEC) Rule 14a-13 requires that a Broker Search should take place at least 20 business days prior to the record date for an annual meeting. Consult your attorney as to SEC notification rules for special meetings.
If not, has a Proxy Solicitor been retained?
Please provide solicitor’s contact name, phone number, fax number and e-mail address to Publicease.
IV. Tabulating Proxies and Plans:
- Will your Stock Transfer Agent mail to registered holders?
- Will your Stock Transfer Agent be tabulating results?
Note: Your Stock Transfer Agent cannot provide an accurate tabulation unless a position listing from DTC is transmitted to them directly. (See II #4)
- Will AST mail for any of your benefit plans?*
- What type of plan? (401K, ESOP, ESPP, OR OTHER)
- Will your Stock Transfer Agent be tabulating the results?
- You will need the plan administrator’s name and contact information (phone, fax and e-mail address)
- Do you wish to offer telephonic voting? (IVR) *
- Do you wish to offer Internet voting? *
* Note: Additional charges typically apply for these services.
- Are there any special voting circumstances?
- OTHER CLASSES OF STOCK ENTITLED TO VOTE
(e.g., Restricted, Preferred, Class B, etc.)
- CUMULATIVE VOTING
- TREASURY SHARES HELD IN STREET NAME: As you are aware, treasury shares are not entitled to vote. Therefore, please provide the name(s) and DTC participant number(s) where the shares are held to your Stock Transfer Agent so that they can adjust their records accordingly.
- SPECIAL VOTING RIGHTS (e.g., 10 for 1)
- DIRECTOR VOTE: Your Stock Transfer Agent typically tabulates proxy cards using “Plurality
Voting” (see definition below), the industry standard. If you’re preferred tabulation method is not
plurality, please contact your Administrator. Please note that the card appearance will differ under different tabulation methods.
Under Plurality voting, directors who receive the most "for" votes are elected; there is no "against" option, and votes that are actively "withheld" or simply not cast are disregarded in the tally. Thus, in theory, a director nominee could be elected to the board with a single affirmative vote, even though all the other votes were withheld.
Majority voting is a standard under which individual board directors must get a majority of votes cast by shareholders in order to win or retain their seats.
V. Enclosures:
Please advise your Stock Transfer Agent and Publicease what the mailing will consist of.
Example: Annual Report, 10K, Notice / Proxy Statement, or Other.
(Your Stock Transfer Agent will typically provide mailing envelopes and return envelopes additional charges typically apply.)
Materials must be no larger than 8½x11” in order to fit inside a 9x12” envelope. The
maximum thickness for the complete package is ½ inch. Materials that are larger or
thicker will require special handling since they will need to be enclosed by hand.
(Additional charges will apply in such instances)
Also note, non-standard sized annuals, spiral bound, compact sizes and folders requiring
material to be inserted may require special handling and charges may apply. Please be
sure to advise your Stock Transfer Agent and Broadridge in advance to ensure timely
mailings.
VI. Mailing:
- Should the materials be sent via first class or bulk mailing?
*If you have selected first class mail, AST may use Smartmail Services, an expedited drop ship
method with a delivery commitment comparable to first class mail, and will pass on mailing savings of approximately 8% of postage costs.
As a result of postal delays during proxy season, we do not recommend mailing your proxy material via bulk mail less than 6 weeks before a meeting. In the event that you’re meeting is in less than 6 weeks and you would still like to mail bulk, your Stock Transfer Agent will typically require that you provide written instructions to do so which reference the mailing dates and meeting date.
- Is your Stock Transfer Agent distributing materials via E-Mail delivery? (Additional charges apply)
If yes, you must contact your Stock Transfer Agent for further instructions on the setup procedures.
- Do you require house-holding mailing?
Please note that SEC regulations state that issuers must mail a consent form to holders regarding house holding at least once prior to any householder mailing. We advise that you consult with your legal counsel or an administration team member.
Printed materials should be delivered at least 2 business days prior to our mail date to ensure mailing on the requested date. Please instruct your financial printer to label each carton with an AST barcode prior to shipping.
Publicease will also provide a bill of lading to accompany your materials indicating the number of cartons are shipped, and the number of pieces per carton for each item being sent.
- Should excess material be returned or destroyed? If surplus is being returned, please provide delivery instructions.
VII. Proxy Cards:
Publicease can print your proxy cards. We will extract the language to be formatted for your card directly from your Proxy to create the proxy card. We will set up your typeset proof promptly and e-mail it to you.
NOTE: If there is telephone and Internet voting for your meeting, the card must be set up with the proposal for directors as Proposal No. 1.
NOTE: Due to privacy concerns, share amounts are typically no longer printed on shareholder proxy cards.
VIII. Distribution of Proxy Material to Street Holders:
Please advised if the enclosures for the street differ from the registered holder mailing.
Is Broadridge being shipped direct?
*By NYSE regulation (Rule 451 paragraph D1) Broadridge has 5 business days to consummate a mailing. Keep in mind that if your mailing is not commenced 15 calendar days prior to your meeting all routine items become non- routine, which will likely have a severe impact on your voting results. If you have time sensitive mailing please contact Broadridge directly to discuss your mailing at (631) 254-7067.
IX. Quantities needed for meeting:
Three business days after the record date your Stock Transfer Agent will provide you with the quantity of material needed for your proxy mailing. Broadridge will contact your Stock Transfer Agent with their requirements 3 days after record date. If an estimate is needed prior to the record date your Stock Transfer Agent can only pass along estimates based on past requests for material from Broadridge and other brokers. Estimates given prior to record date are only estimates and quantities may increase or decrease after record date.
X. Inspector of Elections:
- Do you require a representative from your Stock Transfer Agent to attend the Meeting and act as Inspector?
- If an inspector is needed please provide your Stock Transfer Agent with the location and time of your
meeting. (Additional charges typically apply.)
XI. Confirmation of Mailing:
To ensure accuracy, once your materials are received and your Stock Transfer Agent is ready to mail; your Stock Transfer Agent will typically contact you to confirm the mailing is complete and can be released: The Stock Transfer Agent will generally not release a mailing without your acknowledgement.
XII. Proxy Tabulation Results:
Proxy Reports are typically available online thru your Stock Transfer Agent’s website. Several types of reports should be available to you including detailed reports and summary reports.
Your Stock Transfer Agent generally tabulates shareholders’ votes several times throughout the day. As a result, most agents have replaced mailing hard copy tabulation reports with a comprehensive website, updated throughout the day and e-mails of daily proxy reports. Check with your Stock Transfer Agent for their schedule/method of providing you the tabulation results for your proxy.
***The SEC has approved the changes to rule 452 recommended by the NY Stock Exchange and NASDAQ requiring shareholder approval for most equity compensation plans effective to all meetings as of September 29, 2003.***
Please let us know if there is anything further we can provide to assist you in your preparation for your meeting. Thank you!
Please contact our team to discuss service, process, fees and account setup.
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