Moira Conlon joins Jim Gurbach, managing director at Donnelley Financial Solutions, Steve Stokdyk, partner at Latham & Watkins, Andrea Robinson, vice president of governance and securities and assistant secretary at Amgen Inc, Vivian Kim, chief people officer and general counsel at Hanmi Bank, Ron Schneider, director of corporate governance services at Donnelley Financial Solutions, and Chris Crawford, managing director and client executive at Marsh on DFIN panel to help organizations prepare for the 2023 proxy season.
Here are some key comments from Moira:
I want to share a few practical tips for the 2023 proxy prep season. First, start now. Think about your proxy as one part of a suite of year-end communications. The job of year end reporting has become pretty onerous for most public companies – with the year-end earnings release and conference call script, the 10-K, annual report and letter to shareholders, the proxy statement and the ESG report.
We hear from our clients that they are overwhelmed by the process and need help with a strategy and plan to make sure these documents speak to their intended audiences, deliver a consistent corporate narrative, and look and feel like they come from the same company.
Practices continue to evolve, and we are seeing some interesting examples of integrated annual reports which combine the annual report and the ESG report into one document that speaks to all stakeholders. There is no right or wrong approach but it’s important to have a game plan and to think through each document – they work together. To avoid repetition, you can also think about linking to other documents.
Whatever you do, keep in mind that many passive investors and proxy voters don’t participate in regular IR activities so the proxy might be the only thing they see. It does need to stand alone.
As Andrea mentioned, proxy communications are a team sport – legal, HR, IR, COMS, and others. It also requires a good writer who can turn facts and complex data into an engaging and clear narrative.
We are also seeing growing participation by directors in the proxy process. For example, we recently worked with a global industrial company in collaboration with their comp consulting firm, Farient Advisors, on a proxy where we needed to explain some complex compensation issues and also highlight a change they were making in renaming the comp committee to the comp and talent management committee. The chair of this committee wanted to make sure the CD&A section and the story around human capital management were crystal clear, engaging and in line with the company’s overall corporate narrative and IR story.
And don’t forget good design that helps readers navigate the document, leverages charts or graphs to tell the story and includes photos that humanize the board.
Proxy best practices are evolving so quickly and so are the areas of disclosure, so it’s good to take a step back and look at what peers are doing before you get started. If your direct peers aren’t doing anything interesting, take a look at your aspirational peers or the large cap leaders.
An awesome place to start researching best practices is the DFIN guide to proxy best practices. It’s really a treasure trove of great ideas.