Beneficial Issuer Guidebook - Broadridge Financial Solutions

Transcription

Beneficial Issuer GuidebookA Guide to Broadridge’s Corporate Issuer Services

ng44Solutions and Services50Frequently Asked Questions56References58Glossary

WelcomeBroadridge provides public companies withthe strategic approach they need to effectivelyWe look forward to serving your investorcommunication needs throughout theyear. For access to your company’s proxycampaign information, visit:www.MyService.Broadridge.com.To access the website, you will need your emailreach their shareholders. With decades ofaddress and password. If you have forgotten yourproxy processing, shareholder communicationsand click “Forgot Password”. If you do not haveexperience and state-of-the-art technology,password, go to www.MyService.Broadridge.comaccess, an officer of the company may request itby sending an email with the company’swe can help make managing your proxy andname, CUSIP number, the user’s name,investor communications as simple and efficientBSGIssuerServices@Broadridge.com.as possible. Our commitment to continuousIf you have additional questions and would likegrowth and improvement is evidenced by theemail address and phone number toto speak to our Client Service Professionals,we are available Monday through Friday fromSSAE 18 examinations of our services; our ISO9:00 AM - 6:00 PM Eastern Time.9001:2015 certification, the internationallyEmail: BSGIssuerServices@Broadridge.com Call:recognized standard for quality; and ISO27001:2013 certification, the internationally 1 631 254 7067 Extension 2Issuer Client Satisfaction Survey – We would liketo hear your comments. Please return the Issuerrecognized standard for an Information SecurityClient Satisfaction Survey when you receive it viaManagement System.meeting date. The responses that we receive areemail from our president one week following yourvery important to us and each survey is reviewed bymanagement to understand your experience.Please take time to read through all of the information provided.The information in this document is for informationalpurposes only and is not intended to be legal, financialor other form of advice and no legal or businessdecision should be based on its content.3

STEPSPlanning Distribution Voting InvoicingSTEP 1PlanningThings to consider Do you know who is printing your material?Broadridge offers Typesetting, Edgarization and Printproxy services. Will you be hosting a physical or virtual shareholderannual meeting? Broadridge can provide numerousVirtual Meeting Options. Will your record and meeting dates allow enough timeto mail via Notice and Access? Due to investors moving in and out of positions, theresults of the preliminary Broker Search could besignificantly different from the final results that youreceive on the Record Date. Analytical Reports (e.g., Notice and Access CostBenefit Analysis, Share Range Analysis) can help youdevelop a cost- and time-effective mail strategy.4

PRODUCT AND SERVICE HIGHLIGHTBroadridge’s ShareLink Service is a one-stop shop that combines the proxy distribution to registered and employeeshareholders with the street mailing. We provide you with one direct point of contact to manage all activities. We can alsosuggest time and cost savings along with guidance on industry trends, as well as SEC and Stock Exchange regulations tomake the process more effective and achieve a more simplified, streamlined and successful proxy campaign.5

STEPSPlanning Distribution Voting InvoicingChoose a model of distributionWhen planning for your upcoming annual or special meeting you have theoption to deliver proxy materials by one of two methods:Full-Set Proxy Model or Notice and Access ModelVisit us online at: www.Broadridge.com/corporate-issuer-solutions to view our Beneficialand Registered Proxy Solutions. You are also encouraged to access and view your proxy campaign at:www.MyService.Broadridge.com. Contact your client service representative orBSGIssuerServices@Broadridge.com to obtain access if you do not have access already.FULL-SET PROXY MODELWith the Full-Set Proxy Model, all shareholders are sent a hard copyset of your meeting materials.By default, shareholders receive their materials in hard copy formthrough the Postal Service. However, shareholders can affirmativelyconsent to receive their materials by electronic delivery. Broadridgemaintains each shareholder’s preference in a database and deliversmaterials according to shareholder preference.NOTICE AND ACCESS MODELThe SEC Notice and Access or “E-Proxy” rules provide the opportunityto leverage technology and reduce the cost associated with theshareholder meeting process. Instead of a full-set proxy package,you can mail a Notice of Internet Availability to the majority of yourshareholders that will direct them to a website where they can accessshareholder materials, vote their shares and request paper copies ofthe materials.There are several factors to consider in making the choice toimplement Notice and Access: whether you fully adopt the Noticeand Access model; use a full-set model; or even use a combinedtargeted approach that blends Notice of Internet Availability mailingsin combination with a full-set mailing (stratification).6DID YOU KNOW?You are responsible for supplyingshareholder materials to bemailed as well as reimbursingnominees (i.e., banks andbrokers) for their reasonablecosts to distribute the materials.

IF YOU CHOOSENOTICE AND ACCESS MODEL Send a Notice of Internet Availability of ProxyMaterials to shareholders at least forty (40)calendar days prior to the meeting date. Post proxy materials on a publicly accessiblewebsite other than the SEC’s EDGAR site. Seepage 47 about our webhosting service. Provide hard copy materials upon request for oneyear after the shareholder meeting. See page 47about our inventory management service. File the proxy materials with the SEC priorto mailing the Notice of Internet Availability.Broadridge must mail the notices after the filingdate and before the 40th day. Notice and Access Cost Benefit analysis.Key Points: The SEC permits your company and solicitingpersons to include explanatory materials withtheir Notice of Internet Availability mailings toshareholders. Due to this Broadridge offers atelephone and internet insert that can be includedin the mailing of the notice. Ten (10) calendar days or more after sendingthe Notice of Internet Availability, yourcompany may send a Second reminderNotice or Vote Instruction Form to shareholdersvia a reminder mailing. The Notice and Access model cannot be used forThere are notifications that need to be made to initiate theNotice and Access process. Please be sure to notify Broadridge assoon as you make the decision to utilize Notice and Access.business combination transactions. Shareholders can pre-consent with their broker tocontinue to receive hardcopy materials.7

STEPSPlanning Distribution Voting InvoicingTraditional Proxy TimelineStep 1:PlanningNote: If date falls on weekend orholiday use next business day.Per SEC Rule 14a-13, we need tobe notified at least 20 calendardays prior to the record date.Step 2:DistributionSEC filing should be completed,and documents should beposted to a website prior toBroadridge receiving material.SEC regulations require thatwe mail materials within fivebusiness days following receipt ofmaterials and/or instructions.Step 3:VotingA 15 Day initial Vote reportwill be issued so long as wemail more than 25 calendardays prior to your meeting.8

Notice and Access TimelineStep 1:PlanningNote: If date falls on weekend orholiday use next business day.Beneficial shareholder recordsare returned from banks andbrokers three business days afterthe record date.Step 2:DistributionNotice of internet availabilitymust be created and approved 5business days prior to the 40thday so Broadridge can ensureyour notices are mailed on time.Step 3:VotingYour proxy timeline shouldbe finalized only afterconsulting your company’slegal counsel, by-laws and/orarticles of incorporation.9

STEPSPlanning Process Distribution Process Voting Process InvoicingTiming of Notice and Access ModelRecord DateSEC Filing DateMeeting DateData elementDays BeforeMeetingBroker search date80Initial drafts of vote instruments65Last date for issuer to confirm use of notice and access model60Record date60Shareholder records received from banks and brokers (three (3) business days afterrecord date) Hard copy material quantities confirmedPDFs provided for print proof creationMail method and other instructions confirmed55Print ready documents provided (document customization)50Demo links for interactive document provided for client approval47Client approval of document customization demo links46Final approval of proposal language (notice/vote instruction card)45Provide PDF of links for electronic delivery/webhosting10(Non-document customization clients only)45Date notice will begin printing45Emails for electronic delivery released40Last date to mail notice to shareholders, file proxy material and post to website40Earliest possible date optional second notice can be mailed30Last date to mail hard copy material and obtain 15-day broker discretionary voting25Date first vote (15-day vote) is issued15Last reasonable date shareholder can request material before annual shareholdermeeting (Broadridge Inventory Management Agent)13Last date to request materialMeeting 365Dates

RECORD AND MEETING DATENOTIFICATION Once your company has the finalized datesfor the meeting, visit our website at:www.MyService.Broadridge.com with theinformation below to begin the process:The timeline will help you determine Record Datedue dates for critical milestones in Meeting Datethe proxy process. Upon requestyour Client Service Professional can Class of Stock Model of Distribution – Notice and Accessor Traditionalprepare a customized timeline forProxy Checklist:you based on your record date andThe following is required prior to receiving your hardmeeting date. If milestone dates aren’tand to avoid delays.met, we may have to accelerate theprocess resulting in an additional fee.copy material to ensure a smooth mailing process One sample of the final proxy card in PDF formemailed to BSGIssuerServices@Broadridge.com PDFs of documents if Broadridge is webhosting URL links for documents if Broadridge is notwebhosting List of enclosure(s) to be mailed Material delivery date to Broadridge Postage selection Time and location of meeting* SEC Filing Date* Fulfillment agent information if Broadridge is notwarehousing the material* Last date to request hard-copy materials* Surplus disposition Provide USPS Mailer ID (MID)* Only Notice and Access model - to be confirmed online.11

STEPSPlanning Distribution Voting InvoicingBROKER SEARCH DATE NOTIFICATIONSEC Rule 14a-13 requires your company to notify thebanks and brokers of your record and meeting date, atleast twenty (20) business days prior to the record date.By notifying Broadridge of your record date, you arefulfilling this requirement for all the nominees Broadridgerepresents. When Broadridge receives this notification,we contact our bank and broker clients electronically and“search” for the beneficial shareholders that hold shares inyour company.The most efficient way to notify us of these critical dates isthrough our website: www.MyService.Broadridge.com.STOCK EXCHANGE RECORD DATENOTIFICATIONIf your company is listed on a stock exchange, you maybe obligated to provide the exchange advance notificationof any updates or changes to your record date. Our brokersearch does not satisfy this requirement. The NYSE inparticular requires this information; however please followup with your stock exchange representative, transfer agentand/or corporate council to review the rules and assistwith providing the appropriate documentation that maybe needed.MATERIAL REQUESTApproximately three (3) business days after your recorddate notification, you will receive a “Material Request”email based on our search results. This is considered apreliminary search, satisfying SEC Rule 14a-13 for the banksDELIVERY OPTIONSFor Full-Set MailingsYou will receive an estimate of the numberof beneficial shareholders and the number ofmaterial sets required for mailing. This quantitydoes not include spoilage, so be sure to factorin extra material.For Notice and Access Mailings:You will receive an estimate of the numberof beneficial shareholders and the number ofmaterial sets required for mailing. The Noticeand Access amount is an estimate of thoseaccounts that have requested the receiptof full packages instead of the notice. Yourcompany can choose to stratify a populationof shareholders with a full package of proxymaterial (rather than sending only theNotice of Internet Availability) even if thoseshareholders have not elected to receive a fullpackage. The notice quantity does not includeallowance for spoilage or shareholder requestsfor fulfillment.and brokers that Broadridge represents.This estimate should be used for planning purposes onlyNote:since investors moving into and out of positions can resultTo calculate the spoilage, please see thein an increase or decrease in the final amount. You maychart on page 21.also access this information through our website:www.MyService.Broadridge.com.12

RECORD DATE CONFIRMATIONApproximately three (3) business days after the official record date of your shareholder meeting,you and your agent will receive a Record Date Confirmation Notice via email. This is known as thefinal broker search and is available on our website: www.MyService.Broadridge.com.For Full-Set MailingsIn a full-set mailing, material quantity will reflect thenumber of hard copy packages to be distributed. Thisquantity does not include spoilage (see Delivery Guidelineson page 58).The Record Date Confirmation Notice also includes thequantity of mailings that are to be eliminated as a result ofspecial processing (Preference Management) by Broadridge.Most issuers will notice savings through a combination ofpreferences such as householding, consolidation, electronicdelivery and ProxyEdge delivery. These preferences aredescribed in the Distribution Process or in the Glossarysection of this guidebook.For Notice and Access MailingsThe Notice and Access amount is for those accounts thathave requested the receipt of full packages instead of thenotice and does not include spoilage.Stratified Notice and Access MailingsYour company can choose to furnish a population ofshareholders with a full package of proxy materials ratherthan only sending the Notice of Internet Availabilityeven if those shareholders have not elected to receive afull package. You can send full packages to shareholdersbased on the number of shares held or if the accounthas previously voted. Please contact your Client ServiceProfessional to determine the actual quantity if youwish to use any of these options since the Record DateConfirmation Notice does not take this special processinginto account.You can automatically send full packages to shareholdersabove a predetermined share amount. The share thresholdof your choice will be used for this distribution only.13

STEPSPlanning Distribution Voting InvoicingPOSTAGE OPTIONSDELIVERY ALTERNATIVESBroadridge works closely with the United States PostalUSPS First-Class Mail Service (USPS), United Parcel Service (UPS) and otherDelivery time averages three (3) to six (6) business daysmail carriers. With a wide range of mailing options, we canafter the mailing vendor receives the material. USPS First-design a plan to fit your mailing time frame and budget.Class Mail can be used for all domestic mail weighingPlease note, whatever option you choose, the actual costthirteen (13) ounces or less.will vary and is based on the size, shape and weight of thematerial. Several tools are available to assist you in makingyour decision at www.MyService.Broadridge.com.USPS Priority Mail Delivery time averages two (2) tofour (4) business days after the mailing vendor receivesUSPS Mailer Identification (MID)the material. This service can be used for most mailings.In order to offer Full Service Intelligent Mail to theirPer USPS regulations, this service must be used whencustomers, the USPS has imposed a mandate for all mailinga domestic package weighing more than thirteen (13)vendors to provide a Mailer Identifier (MID) when materialounces is mailed via USPS First-Class Mail.is presented to them for delivery. The MID is a uniquePackages then arrive at their final destinations on average6- or 9-digit number assigned by the USPS. This numberwithin two (2) to three (3) days of USPS First-Class service.identifies the owner and the sender of the mail piece. ToWe regularly conduct independent transit tests to verifyensure compliance with this regulation you will be askedthis data.to provide Broadridge with this number. If you do notalready have a MID from the USPS, we can assist you withobtaining one at no cost to you. If you have any questions,please contact the USPS at: postalpro.usps.com/mailing/mailer-id or call the special division Postal Services atphone number 1 800 522 9085 option 3, then option 6.Broadridge Postage CalculatorBroadridge has tools to calculate and compare yourpostage costs between USPS First-ClassTM, First-ClassAlternative and USPS Standard Mail . The postage estimatecalculator on www.MyService.Broadridge.com islocated under the Tools section on the landing page.Select “Postage Calculator” from the drop-down menu to F lat-size mail pieces must be uniformly thick so that anybumps, protrusions, or other irregularities do not causemore than 1/4” variance in thickness. I f a digest sized mail piece is larger than 1/4” thick orweighs more than three ounces, we recommend printingthe booklet as a flat size mail piece.USPS Standard Mail Delivery time averages seven (7) to fourteen (14) businessdays but may take up to three (3) weeks. Previously knownas Third Class or Bulk, you can use USPS Standard Mail forall domestic mail weighing less than sixteen (16) ounceswith a minimum of two-hundred (200) pieces or fifty (50)view the calculator. Please refer to the following chart forlbs. When selecting USPS Standard Mail, we recommendthe postage options that are available when deciding on athat you mail at least thirty (30) to thirty-five (35) daysmail method.prior to your meeting date. Taking advantage of this canlead to significant savings versus using USPS First-ClassMail. With proper planning, your company can manage thelonger transit times.14

12/22/21, 2:21 come, Gregory Lane (Log Off)GlossaryCUSIP : RICST1 - RICST1Search:Contact usCUSIP / Job Number / Issuer NameDID YOU KNOW?App Menu Home Job Information Information Tools Updates & Requests Reports Administration Vote ConfirmationIf no mail class is chosen,Postage CalculatorBackby default we will mailUS Estimated Postage CostsInternational Estimated Postage CostsStandard Mail Flat Estimated Postage 0.729International Economy Estimated Postage 4.849First Class Alternative Flat Estimated Postage 1.643Foreign Express Alternative Flat Estimated Postage 10.950First Class Flat Estimated Postage 1.666* International postage rates effective as of 08/29/2021* U.S. postage rates effective as of 10/03/2021all full-package proxymaterials by First-ClassAlternative when theThe postage calculations listed on our website are presented as a tool to assist our clients in planning upcoming mailings. This information is not intended to provide final postage costsand should not be used as a postage quote.material is received moreThere are many factors that will contribute to the final postage rates. The rates presented above may not include factors such as foreign postage, presorting fees, postal discounts, andunusual envelope sizes or thickness (this is not an all inclusive list). However, when planning your mailing with Annual Report designers and printers, attorneys, and financial printers, thecalculations presented can assist you deciding such things as the weight of paper selected, the number of pages, and the consolidation of documents. While we make every effort to makethis information accurate, Broadridge is not responsible for differences between this information and your actual postage expenses. Should you have questions regarding the informationpresented please contact your Broadridge client service professional or call our Corporate Issuer Services department at (631) 254-7067, option number two.than 15 days prior to theFirst Class Alternative expedites First Class and Standard Mail into the U.S. Postal Service system for delivery to any U.S. address via advanced technology and a unique nationwidedistribution network, at a significant reduction of cost and time in transit. * Weight must be a minimum of 2 ounces.meeting.More information on postage is available in our Postage Savings Options section.IMPORTANT INFORMATION REGARDING U.S. POSTAL SERVICE DELIVERY TIMEFRAMESBroadridge subscribes to US Monitor, a recognized industry leader providing transit tests of mailings throughout the United States so that we can independently monitor delivery times. Wehave provided the results of these transit tests to you under the US POSTAL SERVICE UPDATES link so that you may select the most time and cost effective method of delivering yourshareholder communications. This information is provided to assist your planning process only. Broadridge is not responsible for actual delivery times, regardless of mailing methodchosen. 2017 Broadridge Financial Solutions, Inc. Broadridge and the Broadridge logo are trademarks of Broadridge Financial Solutions, Inc. Privacy Policy Terms and ConditionsThe postage calculations listed on our website (www.MyService.Broadridge.com) are presented as a tool to assist ourclients in planning upcoming mailings. This information is not intended to provide final postage costs and should not beused as a postage quote. There are many factors that will contribute to final postage rates. The rates presented above maynot include factors such as foreign postage, presorting fees, postal discounts and unusual envelope sizes or thickness (thisis not an exhaustive list). However, when planning your mailing with Annual Report designers and printers, attorneys andfinancial printers, the calculations presented can assist you with deciding such things as the weight of paper selected, thenumber of pages and the consolidation ofdocuments.USPS Standard Mail Drop ShipFirst-Class AlternativeDelivery time averages seven (7) to fourteen (14)First-Class alternative is a comparable option tobusiness days. When a campaign that is usingFirst- Class offered by the UPS. Delivery time averagesUSPS Standard Mail is of a certain piece count andfour (4) to seven (7) business days after the mailingpackageweight, Drop Shipment can be used as r receives the1/1material. With the First-Classsavings to the Issuer. These packages are shipped byAlternative mail method, your packages are sent directlyan approved vendor to USPS processing facilities.to UPS’s regional processing facilities using theirOn average, issuers can save 0.01 per piece mailed.technology and nationwide transportation network.Note:If you have chosen the USPS First-Class Mail rate, and the materials are thirteen (13) ounces or greater, Priority postage rate willbe used. If the thickness of material is also 3/4” or more, the package is considered Parcel and will mail via USPS Priority Parcel.All First-Class Alternative envelopes are processed as non-letter sized packages. The package weight requirement to qualify forthis cost-saving mail method is a minimum of one (1) ounce. If the package weight is sixteen (16) ounces or greater, it will beindicated on the invoice as Priority Alternative.15

STEPSPlanning Distribution Voting InvoicingAfter your printed material has been received, BroadridgeDID YOU KNOW?will make the determination if the mailing qualifies forDrop Shipment using criteria provided by the USPS. If youThere are options available to expedite mail toare not interested in using the Drop Shipment option, youyour foreign shareholders:must notify us before we receive your materials. If there Regular foreign mail, which is First-Class EconomyBlend, is the standard method and takes twelve toeighteen days (12 18) for delivery IPA – International Priority Air Mail takes five toseven days (5,7) UPS courier – takes two to three days (2 3)are changes in final package weight, piece counts and otherfactors we may use USPS Standard Mail Shipment.Standard Mail Non-Drop ShipDelivery time averages seven (7) to fourteen (14) businessdays but may take up to three (3) weeks. Previously knownas Third Class or Bulk, you can use USPS Standard Mailrather than USPS First-Class to help reduce costs. USPSStandard Mail can be used for all domestic mail weighingless than sixteen (16) ounces with a minimum of 200Tip:pieces or 50 lbs. When selecting USPS Standard Mail, weIt is more cost-effective to mail letter-sizedrecommend that you mail at least thirty (30) to thirty-fivepackages by USPS Standard Mail or USPS FirstClass Mail than First-Class Alternative. If wereceive proxy materials fifteen (15) days or less(35) days prior to your meeting date. Taking advantage ofthis service can lead to significant savings versus usingbefore the meeting, the default mail method isUSPS First-Class Mail. With proper planning, your companyUSPS First-Class.can manage the longer transit times.Stratified Postage OptionsThickness of materialsWe can separate the shareholders into two populations bya given share amount. This allows your company to specifyOnce a mail piece exceeds ¾” thick it is deemed aa different mail class for each population. This is calledParcel and charged applicable pricing. You can clickstratification.on the link below and it shows USPS dimensions forletters and flats:By stratifying a mailing, you can achieve substantialpostage savings while expediting mailing to your largestpe.usps.com/businessmail101?ViewName FlatsUniform Thickness All contents of mail pieces should mirror theirshareholders. As a general rule, 80% of the shares inbeneficial ownership are held by 20% of the shareholders.Below are examples of a typical stratified mailing.mail packaging in length and height to avoid beingnonuniformly thick, and to avoid shifting within themailing vehicle. For example, material being shippedin any 9x12 mailing vehicle (either envelope orpoly) should be no smaller than 8x11.16 Shareholders holding 10,000 shares and abovewill be mailed using First Class Alternative.

We will use alternatives to the Postal Service such as UPSDID YOU KNOW?First-Class Alternative if such alternatives provide equal orgreater assurance of timely delivery. Further, at our expense,Surplus material will be recycled by Broadridgewe may use presort services to minimize postal serviceunless special arrangements are made prior to yourprocessing and therefore achieve postal discounts (so longmaterial delivery.as presort services do not delay delivery). To maximizesavings, Broadridge passes through to the issuer a portion Shareholders holding less than 10,000 shareswill be mailed using USPS Standard Mail.OR Shareholders holding 10,000 shares and abovewill receive full packages. Shareholders holding fewer than 10,000 sharesof the postal discounts realized by the use of alternativedelivery or presort services, in accordance with theguidelines of the NYSE.Product and Service Highlight:No matter what mailing strategy you choose, ourShareLink Service simplifies the broker search process bywill receive the Notice of Internet Availability ifproviding quantities that include beneficial shareholders,using Notice and Access.registered shareholders or Employee holders, whichYou can choose your own stratification based on asatisfies SEC Rule 14a-13.share range analysis report viewable on our website:www.MyService.Broadridge.com.Postage (Outbound):Postage is charged according to rates established by theUnited States Postal Service (USPS) for the size and classof packages mailed. Postage charges on your invoice willreflect the actual number of positions mailed which maybe less than the number of accounts passed to us frombank or broker clients due to: Suppression mailing to some investor accounts Insufficient receipt of material from you or your agent Electronic delivery Householding – in which we combine material formultiple shareowners or accounts into one envelope17

STEPSPlanning Distribution Voting InvoicingNote:A Bulk Processing Fee will apply if you chooseto use this method. Please refer to the feeschedule. There will be a significant increasein postage fees for packages weighing sixteen(16) ounces or more.For full package beneficial shareholders,our Basic Service will mail materials toshareholders with 20,000 shares or more,and holders outside of the continental UnitedStates by USPS First-Class or First-ClassAlternative. Only upon specific instructionswill we mail to these holders by USPS StandardMail or change the stratification level. Anychanges to the postage stratification level,and/or any special processing (includingbut not limited to full package stratificationby shares and voting history), may incuradditional processing charges.If you choose the USPS Standard mailrate to deliver materials to your beneficialshareholders, and materials are sixteen (16)ounces or greater, then Bound Printed Matterpostage rate will be used. If the thickness ofmaterial is also 3/4” or more, the packageis considered Parcel and will mail via ParcelStandard Alternative.DID YOU KNOW?To help reduce postage costs, mail weighing

maintains each shareholder's preference in a database and delivers materials according to shareholder preference. NOTICE AND ACCESS MODEL The SEC Notice and Access or "E-Proxy" rules provide the opportunity to leverage technology and reduce the cost associated with the shareholder meeting process. Instead of a full-set proxy package,