There is no one perfect proxy or CD&A that all other companies should emulate; rather, there are many excellent proxies that work well for their companies at particular points in time. Even these successful proxies must evolve, as performance changes from year to year, areas of investor focus shift, and the key messages companies wish to highlight change.
The best place to start when refreshing the proxy is ensuring you know your audience.
Understand that different investor types read and “use” proxies differently.
For retail (i.e., individual) or employee investors – it’s a reading document. The printed and mailed proxy is the most effective and proven way to maximize retail voting participation. For employee shareholders, electronic reminder notices and follow up campaigns can be effective in generating voter turnout.
For most institutional investors – it’s a reference document. The larger institutional investors that have dedicated corporate governance, engagement and voting teams report that they use proxy advisors as screening tools, along with their own internal policies and review. These institutional investors then use proxies as reference documents. If your company is flagged by a proxy advisor or investor on an issue, that investor will likely do a deeper dive into your proxy before voting to see what you are saying about the issue. Here, navigation is critical as the investor will want to find the section or topic quickly. In this case, what’s written needs to be clear and compelling if it is to help that investor “get to ‘yes’” and support you.
Many of the larger institutional investors access online versions of the proxy – but where? Our research shows that ISS’s voting site is the top destination of major investors, and this may well continue with ISS’s recent purchase of iiWisdom, a creator of enhanced online proxies. In advising clients, we first focus on the filed and printed version of the proxy. We then ask: What else do you want to do with the enhanced online proxy, whether through a company-branded hosting site, additional color (which doesn’t cost more in a digital environment), enhanced navigation, links to videos and other interactive features?
Know the top areas of investor focus.
Through our primary research with institutional investors about their use of proxy statements, Donnelley has confirmed that the top areas of institutional investor focus are:
- Boards – Their independence, skills and qualifications, diversity, tenure and refreshment.
- Performance metrics – How do pay plans work, and does “pay support strategy”?
- Pay for Performance Alignment – Do you connect how you pay executives with how they and the company have performed or do you let proxy advisors and others tell this story for you? Perceived Pay for Performance disconnects are a primary driver of negative Say on Pay votes.
- Peer Companies – How are peers used and selected? What is the rationale for changes from year to year? Are the majority of peers size-appropriate for your company?
- Engagement – If you conduct regular engagement with investors, are you taking sufficient credit for this practice? You want to make sure others you haven’t or can’t engage with are aware of your efforts.
Engage with investors to develop relationships and understand informational needs.
Engagement in this context is defined as company (management, board or both) interaction with the governance teams and proxy voters at institutional investors, especially outside of proxy season when you are “chasing the vote.” These conversations typically involve relationship building, learning about investor views, hot-button issues and informational needs, as well as clarifying important aspects of the company’s story.
This engagement over governance and compensation issues typically supplements the traditional IR dialogue about company strategy, performance and outlook.
Many of our clients report that such outside-of-proxy-season (or post-meeting) engagement has been instrumental in helping them better understand how investor informational needs are not bounded by SEC disclosure requirements. It also helps them sharpen and target their messaging accordingly, helping investors better understand their companies and why they make the decisions that they do. Clearer proxy messaging helps secure investor support and also can mitigate the impact of inevitable negative proxy advisor recommendations.
Understand the relationship between content, navigation, design and context.
Content is key, as your content reflects the reality of your company, your practices and how you tell your story. Design can help make content more visible and impactful, but you can’t design your way out of a weak story. Efforts to do so likely will be seen through, which can damage your credibility and reputation.
Ease of navigation is critical, particularly for institutional investors and others using the proxy as a reference document. Not all readers gravitate to the same sections or topics for all companies they own. If you are satisfied that your content adequately and effectively tells your story, why not make it easily located and accessible? In other words, why risk key content being missed and overlooked? Navigational tools include detailed Tables of Contents, CD&A roadmaps, clear section headings and sub-headings, and page headers and footers. Online proxies should feature hyperlinked tables of contents, drop-down menus, key word search functions and other features that promote rapid and easy navigation.
Design should support the messages, and can include company-specific branding (such as branded document covers, enhanced navigation systems, page footers and web-hosting sites), as well as visual elements that by definition draw the reader’s eye and make key points quickly and impactfully.
- When you are discussing performance achievements, why not use graphics?
- When discussing peer companies or performance metrics, why not use a tabular format?
- When discussing governance and compensation practices, why not use a checklist?
- When discussing a process such as pay-setting, succession planning or investor engagement, why not use a timeline?
We’re not suggesting that every page has to feature visual elements, but increasingly, long passages of dense text risk losing readership and retention. At Donnelley Financial, we believe in “design with a purpose” as opposed to “design for design’s sake.” In other words, design can and should support and reinforce key messages and ease of location.
Context is crucial to helping investors understand and appreciate your governance and compensation programs and why they are appropriate for your company. For example, the SEC does not require companies to explain how pay supports strategy, yet that is the number one question investors have about executive compensation. Context is particularly important if you have certain practices that may not be considered standard or best practice, yet believe are appropriate for your company and thus its efforts to generate shareholder value.
Also, consider the fact that most of the proxy voters at larger institutional investors are not portfolio managers who are experts about your industry and company, but rather are governance and compensation generalists. They do wish to cast thoughtful, company-specific votes on many issues, but lack the time and resources to do in-depth research including reading the annual report, your IR website or analyst research reports. For this reason, we are seeing more companies spoon feed some business context within the proxy statement. Often this context and content are borrowed from the annual report cover letter or MD&A, or company investor relations messaging. This business content often is contained in a robust CEO or board cover letter, proxy summary or CD&A summary.
“I know my proxy is in need of a refresh, but where should I start?”
We hear this daily from clients.
Engage: First, if you haven’t yet engaged with your larger investors on corporate governance, compensation and other proxy-related issues, start developing those relationships now. During this process you may receive some valuable feedback on the quality and clarity (or lack thereof) of your current disclosures. If you are not ready for that step, review our latest survey of institutional investors about proxy statements, titled “Deconstructing Proxy Statements – What Matters to Investors.” By reading the survey data, you will get a better idea how institutional investors consume proxy statements and what can make your proxy more useful to them.
Benchmark: In addition to the governance leader companies whose proxies we may admire and even envy, take a look at the proxies produced by your peers. Your investors may own many of your peers, and they may compare the quality and clarity of their disclosures to yours. Do you appear to be making an equal effort to communicate clearly and help investors understand your company and actions?
Incremental refreshment: Remember that proxy evolution is often just that – an evolutionary process that initially takes two to three years before achieving your ultimate goal. Even then though, your philosophy should not be “set it and forget it,” since performance, investor interests and the key messages you wish to highlight may vary from year to year.
Specific areas in which we have helped clients begin a process of proxy improvement:
- Modernize the document’s look and feel with a company-branded cover page, clearer fonts, and improved navigation via a robust table of contents and page headers and footers.
- Add a new proxy summary at the beginning.
- Highlight aspects of board diversity and skills via diversity graphics, and various types of skills matrices (both traditional, check-the-box matrices as well as “matrix-lite” versions that highlight board skills without naming which directors possess those skills).
- Update and make the CD&A more visual and layered in its disclosure flow.
Start with a couple of these points one year, and then add another one or two more each subsequent year. Simply by making incremental improvements, you may be amazed at how far you will progress in just three years’ time!
Download Donnelley Financial’s 2016 Guide to Effective Proxies >>
Ron Schneider is Director of Corporate Governance Services at Donnelley Financial and can be reached at firstname.lastname@example.org.
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The views and opinions expressed herein are the views and opinions of the author at the time of publication and may not be updated. They do not necessarily reflect those of Nasdaq, Inc. The content does not attempt to examine all the facts and circumstances which may be relevant to any particular situation and nothing contained herein should be construed as legal advice.