Public Companies
"[R]etail investors are becoming more minimized in our system because the institutional investors certainly hold most of the shares and they are more organized and much more diligent I think in voting their shares. " And I think with the Internet today we have a great opportunity to communicate more directly with shareholders if we had an opportunity to know more directly who they were." Lydia Beebe, Chevron Corporation, SEC Roundtable Discussion on Proxy Voting Mechanics, Unofficial Transcript, May 24, 2007, pp. 17-18.
"And so what I strongly recommend, what I think you'll hear from most issuers, is that you need to take a bigger picture look at topics rather than a narrower look. And that includes both the substantive public policy determinations as to what [it] is that you think ought to be within the purview of the proxy statement, and secondly, the whole topic, directly related, of shareholder communication and voter integrity. "We've said in letters that we think the process itself is in a pre-scandal stage; that is to say, nothing big and horrible has happened yet, but it seems inevitable, a statistical probability, that [something] big and horrible will occur when it comes to a really close vote. And there will be so many more really close votes in the future that you need [to] take into account all of the plumbing and whether it's in good shape or not in good shape. And " [the SEC should] think out of the box. Think about all sorts of radical changes with regard to revamping the system in its entirety to do better as far as voting integrity is concerned." Cary Klafter, Intel Corporation, SEC Roundtable Discussions Regarding the Federal Proxy Rules and State Corporation Law, Unofficial Transcript, May 7, 2007, pp. 183-184.
"We are hearing from our experts, our proxy solicitors and our outside people who help us run the back room at meetings where the proxies are actually processed and the votes are counted, and [they] " are telling us that the current system may not be adequate " particularly if there is a large volume of votes that are close ... We would urge the Commission to do something similar to the M[y]ner's Report that was recently done in the U.K. that ripped the process apart and identified strengths and weaknesses to help us all be confident that the process will work." Susan Wolf, Chairman, Society of Corporate Secretaries & Governance Professionals, SEC Roundtable on Proposed Security Holder Director Nominations Rules, Unofficial Transcript, March 10, 2004.
"[W]e believe that it is important that any changes to the process for nominating directors should not be considered without changes to the NOBO/OBO system that currently prevents companies from communicating directly with shareholders who hold shares in "street" name through a broker-dealer. For purposes of communication, direct access to our entire shareholder community is at least as important as shareholder access to the nomination process." Emma Kalaidjian, Allstate Corporation, SEC Comment Letter, December 23, 2003, SEC File No. S7-19-03.
"The Internet is a major communications medium and its use by corporations is becoming explicitly recognized in various SEC rule-making initiatives. The Internet is much easier and less expensive to use than the mail/paper based proxy system. We support the consideration of Internet-based disclosure and polling tools in lieu of the mail/paper-based proxy system." Cary Klafter, Intel Corporation, SEC Comment Letter, June 10, 2003, SEC File No. S7-10-03.
"[W]e believe that the current distribution system, reflected in Exchange Act rules 14b-1 and 14b-2, maintains an economically inefficient arrangement that has become obsolete over time. " We encourage consideration of a system that would facilitate disintermediation and allow for more direct negotiation and contracting between the issuers and the service providers. We also encourage further initiatives supporting electronic delivery and electronic voting." Rachel Kosmal, Intel Corporation, D. Craig Nordlund, Agilent Technologies, Inc., and Keith Dolliver, Microsoft Corporation, SEC Comment Letter, February 6, 2002, SEC File No. SR-NYSE-2001-53.
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