Audio Friday – Ginny Fogg on Shareholder Proposal Process

Note: Members Only – always produces top quality content but I thought the recent post Inside Track with Broc: Ginny Fogg on Shareholder Proposal Processes (2/8/13) was especially informative regarding how at least one company deals with shareowner proposals. As Broc Romanek points out, Fogg discusses:

  • What is your shareholder proposal intake process (eg. who gets copies and is there a log)?
  • What are the steps in deciding how to react to a shareholder proposal?
  • What do you do for relief during the proxy season?
  • Who drafts and reviews a statement in opposition to a shareholder proposal?
  • What is a typical game plan in handling a shareholder proponent who says they are coming to the annual meeting?

Listen to the podcast at You must be a member to listen. If you are not a member, sign up for a no-risk trial.

Also mark your calendar for Conduct of the Annual Meeting, to be held Tuesday March 5, 2:00 – 2:45 pm, eastern time. Holding an annual meeting has more risks than ever, with shareowners being more vocal and asking tougher questions – meetings have become real shareholder events as more shareholder proposals gain majority support and “vote no” campaigns grow; not to mention the majority vote standard that many companies have adopted. Finally, there are many thorny issues regarding how to count votes.

Experts on the program include:

  • Carl Hagberg, Independent Inspector of Elections and Editor of The Shareholder Service Optimizer
  • Grace Holmes, Vice President, Corporate Secretary & Chief Governance Officer, Cameron International
  • Susan Permut, Senior Vice President & Deputy General Counsel, EMC
  • John Saia, Senior Lead Counsel, McKesson
  • Dannette Smith, Corporate Secretary, UnitedHealth Group

Among the topics of this program are:

  • How to handle common and troublesome tabulation issues
  • How to handle meeting attendees that act inappropriately
  • What types of special logistics should you consider before the meeting
  • How to prepare your officers and directors for tough questions raised during the meeting

Cost: embers of are able to attend this critical webcast at no charge. If not yet a member, try a no-risk trial now. The webcast cost for non-members is $595. Renew or sign up for a no-risk trial online – or by fax or mail via this order form. If you need assistance, send an email to – or call them at 925.685.5111.

How to access the webcast program:  Visit and click the link on the webcast. You will need either Flash or Windows Media to listen to the webcast. Here’s why they don’t show slides online for those programs that have course materials.

What you can do if you can’t access the live program: If you have a scheduling conflict or have problems accessing webcasts generally (due to firewalls, etc.), an audio archive of the webcast will be posted immediately after the program – and a text transcript of the program will be posted on about a week after the live webcast. They don’t apply for CLE for any of their audio webcasts.

Corporate Governance is not affiliated in any way with  However, they are such a good resource, I occasionally call out some of their programs to readers, since they are so worthwhile.

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