Welcome to Eagle Rock Proxy Advisors
Eagle Rock was founded in 2010 by a nucleus of highly experienced industry specialists. With an average of more than 16 years experience, the employee-owners are seasoned industry veterans known as much for their service standards and insight as for their abilities to get the job done. Eagle Rock is an affiliate of Registrar and Transfer Company, a leader in providing quality stock transfer services since 1899 and winner of the TALON award in 5 of the last 6 years. Eagle Rock was formed to provide the same high quality, responsive, personalized approach to proxy solicitation and corporate governance advisory services.
SERVICES
Eagle Rock provides a full range of proxy solicitation, corporate governance advisory, call center, information agent and related services.
ABOUT EAGLE ROCK
The team assembled by Eagle Rock will give your firm the added edge to chart your course through today’s changing corporate governance landscape.
RECENT NEWS & REGULATORY UPDATES
THE JOBS ACT: "TWILIGHT COMPANIES?"
EDITOR'S NOTE: INCREASE IN REGISTERED HOLDERS THRESHOLD BOON FOR COMMUNITY BANKS
By Bradley A. Robinson
May 11, 2012
The Jumpstart Our Business Startups Act (the "JOBS Act"), was signed into law on April 5, 2012. The law is aimed at increasing the ability of smaller companies, both private and recently public, to raise funds from the general public without subjecting them to some of the more onerous requirements (financial, accounting, disclosure, etc.) that had been in effect prior to the law's enactment. The law is intended to address what many in the business community have called the "chilling effect" that current requirements cause due to the high bar of entry into the public sphere. With the introduction of the bill, US law will now see a significant reduction of restrictions in public company reporting. While the majority of the relaxed restrictions will affect IPOs, it should be noted that a significant portion of private companies and their access to capital will also be affected.
The JOBS Act will have the greatest impact on companies with annual gross revenues of less than $1 billion (indexed for inflation), with additional provisions that will benefit a broader range of private companies.
WEBINAR: ANALYZING AND UNDERSTANDING SHAREHOLDER VOTING AND PROXY TRENDS
WATCH THE REPLAY
By Thomas L. Montrone
February 24, 2012
If you missed the Webinar, don't fret! You can watch the replay whenever you want. Just click HERE. If you already registered and were unable to attend, enter your e-mail address under "Returning Users: Log In". If you did not register, just complete the registration form and you'll be able to watch/listen to the replay immediately. (To listen to the replay, you will need speakers on your computer.)
NYSE ELIMINATES DISCRETIONARY VOTING ON GOVERNANCE PROPOSALS
By Thomas L. Montrone
February 24, 2012
On January 25, 2012, the NYSE announced another major change to discretionary voting exercised by member organizations. Under Rule 452, member brokers had been permitted to cast proxies for their customers' unvoted shares for most management proposals. These "discretionary" votes have been critical for many companies to gain quorum and to pass routine proposals, regardless of where the issue is listed or trading. The Exchange's new policy prohibits its members from exercising discretionary voting on corporate governance proposals supported by management. Proposals affected by this Rule change include proposals to de-stagger the Board, eliminate super-majority voting standards, alter board election standards to majority from plurality and other matters of corporate governance. In 2010, the NYSE eliminated directors as a proposal that brokers could exercise discretionary voting.
NEWS RELEASE
PROXY ACCESS IN PRACTICE
By Bradley A. Robinson, Esq.
January 30, 2012
The Recap
As discussed in prior newsletters, on September 16, 2011, the SEC announced that the suspended revised Rule 14a-8, giving shareholders the ability to propose proxy access bylaw changes, would become effective September 20, 2011 (see the fall, 2011, Registrar and Transfer Company newsletter under news at www.rtco.com). The Rule generally allows shareholders to establish or propose procedures which will provide a clear and unobstructed path for shareholders to place nominees directly on the company’s slate of nominees without having to engage in a costly proxy contest.
NEWS RELEASE
EAGLE ROCK - YEAR ONE / PROXY WEBINAR PLANNED
By Thomas L. Montrone
January 12, 2012
Year One - Meeting Client Proxy Solicitation Needs
In the years prior to the formation of Eagle Rock, R&T referred clients to proxy solicitors whenever we believed that a client would be best served by employing one. The solicitors we noted had a track record of providing high quality, ethical service to all clients, including small and mid-sized issuers. We did not and would not accept a "finder's fee" from solicitors, as some might, looking instead for quality service to support our clients' needs.