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.
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.
VANTAGE POINT - NEWS & REGULATORY UPDATES
ARE ACTIVISTS WINNING MORE PROXY FIGHTS?
By Bradley A. Robinson, Esq.
February 08, 2013
Companies with activist investors or companies that may have ongoing governance or performance issues need to be aware of shareholder voting trends. For companies that may be at risk for proxy battles, this need for information is even more vital. With that in mind, issuers are taking the question of whether activists are likely to succeed in their battles for seats or even control of boards more seriously than ever. Which leads us to ask the question: Are activists winning more proxy fights or is this merely a matter of perception? The answer seems to be yes, they are winning more fights, and for a variety of reasons.
LETTERS TO SEC REGARDING NYSE PROXY FEES
By Thomas L. Montrone
December 17, 2012
The Securities Transfer Association addressed
letters today to SEC Commissioners Aguilar, Gallagher and Paredes calling on
them to reject the NYSE Proposed Rule - Proxy Fees
(SR-NYSE-2012-39). The letter cites a number of failures of the NYSE
Proxy Fee Committee including failing to have an independent analysis of the
actual costs of street proxy distribution conducted, failing to review rebates
given to brokers by Broadridge and a lack of analysis of the inappropriate
processing fees charged on WRAP and SMA accounts that do not require
processing. The STA recommended that the commissioners reject the NYSE
filing and be required to conduct a rigorous independent analysis of the actual
costs as recommended by earlier NYSE Proxy committees.
PREPARING FOR THE 2013 PROXY SEASON
By Bradley Robinson, Esq.
October 19, 2012
Summer is over. If the cooling temperatures and shorter days weren't enough to notice, simply look to the increasingly numerous publications (like this one) regarding both 2012 proxy season post mortems and 2013 information on issuer and investor preferences and lessons to be carried forward. As it is that time of year, we’ll attempt to give an overview of issuer and investor concerns and a framework of how to make sense of the information that is so dense this time of year.
CORPORATE GOVERNANCE: OBSERVATIONS & TRENDS FROM THE 2012 PROXY SEASON
By Bradley A. Robinson, Esq.
August 01, 2012
2012 was a typically busy proxy season. There were numerous challenges,both new, old, and recurring for issuers and proponents alike to deal with in 2012. Of the new issues, none were more prominent or more discussed than private ordering of proxy access (see this article posted at eaglerockproxy.com for more detailed information regarding the development of proxy access.) As with many new issues, private ordering will continue to develop, as both issuers and proponents hone their strategies to deal with developing trends and legal issues. As will be discussed in more depth, the end result for this year was largely successful for issuers, with the majority of proposals legally excluded from proxy statements, and only a few successes by proponents at companies that had the issue actually go to vote. It was also the second year of issuers dealing with Say-on-Pay issues. Many of the trends from 2011 continued this year, with similar passage rates and approval percentages from shareholders. Surprisingly, and perhaps encouragingly, the majority of companies that had issues with failed or almost failed votes from 2011 improved their shareholder approval percentages significantly and, in large part, passed their 2012 SoP votes comfortably. 2012 also saw a continuation of long standing trends in corporate governance, with approval rates staying high among investors for long-standing "gold standard" issues such as majority vote requirements in uncontested board elections and declassification of board proposals.
By The Numbers
As stated, the trend continues with long established governance proposals. Not only were Majority Vote (with 39 as of early July) and Declassify Board proposals (with 83) the most commonly received and voted on proposals this year, they also received widespread support with investors. Declassification of Board proposals received an average support level of 89% of votes cast at all Russell 3000 companies that received proposals. We note that this is in line with previous trends and indicates a continued broadening of the trend, concurrent with the smaller, but more governance leading, S&P 500, which already has declassified boards at two-thirds of its member companies.