Case Studies – 新月直播app A full service proxy solicitation and corporate advisory firm Fri, 17 May 2024 09:11:29 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.3 /wp-content/uploads/2023/01/cropped-favicon-32x32.png Case Studies – 新月直播app 32 32 Case Study: Hong Kong Listed Company Experiencing Extraordinary Share Volatility /case-study-hong-kong-listed-company-experiencing-extraordinary-share-volatility/ Thu, 29 Feb 2024 07:58:25 +0000 /?p=43829

Assignment and Challenges

Our client, a Beijing headquartered financial service holding company retained 新月直播app to conduct an ownership intelligence analysis to determine the cause of extreme volatility in their stock.

The company had a new IR team on board, and they wanted to get information on which institutions were the source of the unusual buying and selling activity. They asked 新月直播app to focus on two specific dates of extraordinary activity.

Results

Using our proprietary data base of institutional investors, 新月直播app were able to identify both the buyers and sellers in less than two weeks and were able to provide rolling updates based on custodial disclosure.

We were able to identify several institutional and broker accounts responsible for selling, and specific retail accounts connected to retail stockbrokers responsible for buying.

Armed with this Investor Intelligence, the companies鈥 IR team began engagement and outreach to specific shareholders. This information was critical to managing communications into the market.

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Case Study: Amendment for Officer Exculpation. Shareholder Meeting Advisory, Institutional Investor Intelligence, Retail Outreach /case-study-amendment-for-officer-exculpation-shareholder-meeting-advisory-institutional-investor-intelligence-retail-outreach/ Wed, 13 Sep 2023 08:17:59 +0000 /?p=39740

Assignment and Challenges

A small cap biotechnology company was facing a shareholder vote to amend its certificate of incorporation to allow for officer exculpation provisions. There were two significant obstacles to passing this vote:

  1. The vote requirement to pass the proposal was 2/3鈥檚 of the outstanding shares voting in favor. While this vote requirement is mathematically possible, from a practical standpoint this threshold is rarely achieved.
  2. Complicating matters, Glass Lewis recommended voting against these proposals, so negative votes were present at the start of the solicitation from institutions that follow Glass Lewis recommendations.

Solution

Knowing that this vote would be a challenge, 新月直播app brought three internal teams to the solicitation: Shareholder Meeting Advisory, Institutional Investor Intelligence and Retail Outreach.

At the onset, our Institutional Investor team began identifying all of the financial institutions, custodial relationships, and beneficial shareholders present on the Non-Objecting Beneficial Owners (NOBO) list. Using our proprietary data, 新月直播app was able to precisely identify the underlying investors behind each custodian.

Once the institutional investors were identified, our shareholder engagement team began the outreach process to obtain voting instructions. Simultaneously, our Retail Outreach team began soliciting retail shareholders to facilitate telephone, text and email voting.

Both groups use a combination of our proprietary text-to-vote, email-to-vote and live telephone voting platforms. These technologies are designed to allow us to gather votes from both the institutional and retail shares, down to the smallest shareholder.

Results

Despite 7% of the outstanding shares voting against the proposal, 新月直播app was able to successfully deliver the required vote. A quorum of 84% of the outstanding shares was achieved with 67% of the outstanding shares voting in favor of the exculpation. By designing a campaign that focused on maximizing participation from both institutional and retail shareholders, 新月直播app was able to deliver an exceptionally high quorum to overcome the negative votes.

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Case study: Say on Pay – Stock Option Plan /post-shareholder-meeting-shareholder-engagement-proxy-logistics-shareholder-meeting-advisory-retail-outreach/ Tue, 29 Aug 2023 09:21:56 +0000 /?p=39643

Assignment and Challenges

In 2022, in its first year as a public company SPCE struggled to get enough votes for its shareholder meeting and the vote came in only two days before the meeting date.

SPCE in 2023 was facing a difficult vote on proposals for Say on Pay and a vote to approve the company鈥檚 stock option plan. To add another layer of difficulty the shareholder base is skewed towards retail holders who are notoriously apathetic voters.

Solution

新月直播app designed a 4-phase, year-round Shareholder Engagement program designed to take the guess work out of the shareholder meeting process.

Phase 1: Post meeting Shareholder Engagement. This phase starts as a postmortem on the 2022 meeting. We analyze who the largest institution and retail shareholders are and compile stats on how they voted. This is followed by an outreach campaign to position the company in front of and communicating with its largest shareholders. The data collected from Phase 1 allows 新月直播app to project how compensation proposals will be received for the next shareholder meeting, before they are put before shareholders.

Phase 2: Proxy Logistics. This is a single source solution that allowed the company to rid themselves of details such as regulatory filings, printing meeting documents, arranging for distribution of materials and set up for a Virtual Meeting.

Phase 3: Shareholder Meeting Advisory. In this phase we coordinate outreach to institutions including setting up calls, preparing management to dialogue with institutions. We provide investor dossiers, identify proxy advisory firms (ISS/Glass Lewis) influence on voting decisions, and coordinate investor follow up.

Phase 4: Retail Outreach. Since SPCE has a significant percentage of its shares held in retail hands we use proprietary technology to reach registered and NOBO investors. We gather votes on digital voting platforms via phone campaigns, emails and text messages.

Results

Despite some institutions choosing to not support the Say on Pay proposal, 新月直播app strategy of coordinated solicitation across the entire shareholder base worked. All proposals passed by a majority vote.

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Case Study: Previously, Failed Say on Pay Proposal Compensation Advisory, Shareholder Meeting Advisory /case-study-compensation-advisory-shareholder-engagement-proxy-solicitation/ Thu, 29 Jun 2023 09:39:37 +0000 /?p=36270

Assignment and Challenges

Our client is a NYSE $2 billion market cap company that provides engineered products, industrial technologies, and solutions in the United States and internationally. Institutions owned over 90% of the outstanding shares. Prior to becoming an 新月直播app client, this issuer failed Say on Pay in 2022. 新月直播app was retained to advise the client on matters related to the failed vote and how to respond successfully for their 2023 annual meeting.

Solution

  • 新月直播app provided commentary and guidance on the proxy statement, with a particular focus on disclosure regarding the response to the failed Say on Pay vote in 2022.
  • We prepared vote projections under various scenarios including voting on directors on the Compensation & Management Development Committee and on the Say on Pay proposal.
  • Our Corporate Governance team provided background information and outreach efforts on the top 50 institutions. This included setting up calls with the appropriate contacts at each institution.
  • We provided advice and guidance after ISS recommended voting against Compensation & Management Development Committee members and voting against the Say on Pay proposal. We worked with our client to draft a response to the ISS recommendations and submitted the response to ISS on our client鈥檚 behalf.

Results

After filing the company鈥檚 response. ISS reversed its against recommendations and recommended that shareholders support all directors and Say on Pay.

In addition, all directors were elected with over 95% of the shares voted, and over 75% of the shares voted in favor of the Say on Pay proposal.

新月直播app is now working with the client in preparation for the 2024 annual meeting including arranging off-season institutional outreach and assisting in drafting of ESG disclosure.

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Case Study: EGM – Shareholder Engagement /apac-power-generation-company/ Fri, 16 Jun 2023 07:43:49 +0000 /?p=36233

Assignment and Challenges

Our client is a $29 billion market cap APAC traded company that retained us to ensure passage of a proposal to approve the sale of a subsidiary. 新月直播app was hired after the circular/proxy statement was filed and after ISS had recommended a vote against the sale. The proposed sale of the subsidiary was to a controlling shareholder at a substantial discount to market. In addition, the sale was not shopped to any other buyers and needed 75 % of those voting to vote in favor.

Upon publication of the ISS Research proxy report with an AGAINST Recommendation, millions of votes against the merger are immediately/automatically cast.

Solution

The company hired 新月直播app two weeks prior to Proxy Report Release to devise a Shareholder Engagement solicitation. 新月直播app started with Register analysis to determine our strongest points of influence. We then created a narrative supporting the merger with strategic rationale and valuation being the cornerstones of our case.

Our shareholder engagement strategy included proxy report rebuttal and live meetings with key stakeholders. Virtually all these firms and institutional shareholders responded positively to our requests for engagement.

Results

Our Engagement results were successful. 新月直播app flipped dissenting votes to the extent that the final FOR percentage was 94.77%

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Case Study: Remuneration Proposal. Shareholder Meeting Advisory – Shareholder Engagement /shareholder-meeting-advisory-shareholder-engagement-and-remuneration/ Fri, 16 Jun 2023 07:17:47 +0000 /?p=36221

Assignment and Challenges

Our client is a Fintech, $1.6 billion market cap company listed on the London Stock Exchange (LSE), headquartered in Israel. 新月直播app was hired to ensure the passage of a management remuneration proposal. The company had faced corporate governance issues in the past on matters that were acceptable in its home market but in conflict with market practices for LSE-listed companies.

The company was expecting negative recommendations from proxy advisors and retained 新月直播app to guide them through the process.

Solution

新月直播app designed a shareholder engagement program focused on key institutional investors and proxy advisors. Our program focused on the positive steps the company had taken to bring the company’s policies in line with LSE guidelines. 新月直播app was able to position the company in front of proxy advisors and institutional investors before they issued their vote recommendations thus heading off negative vote recommendations.

Results

All matters put before shareholders passed even though not all investors supported management. As part of the strategy, 新月直播app conducted a broad solicitation to overcome the negative voting which resulted in higher voter participation than in previous years.

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Case Study: Shareholder Engagement /south-korean-consumer-products-company/ Fri, 16 Jun 2023 07:07:23 +0000 /?p=36214

Assignment and Challenges

This $7 billion market cap South Korean traded consumer products company was under attack from an activist. The activist had acquired a substantial stake in the company and was demanding the company triple the dividend payout and elect 2 new directors. To complicate matters, more than 45 % of the company鈥檚 outstanding shares was in the hands of foreign shareholders. It was projected that the activist could win because these shares were likely to vote against management and with the activist.

Solution

新月直播app mobilized a shareholder engagement strategy that was designed to maximize the 鈥渇riendly鈥 votes or South Korean based shareholders to side with management. In addition, proxy advisors and foreign based shareholders were part of the shareholder engagement process.

Results

All of managements proposals were approved by shareholders and all the activist proposals were defeated.

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Case Study: Reverse Split, Retail Outreach /nasdaq-listed-biotechnology-company/ Thu, 04 May 2023 07:47:22 +0000 /?p=32454

Assignment and Challenges

The company was facing a vote to approve a reverse split which required an affirmative vote of majority of the outstanding shares. The company was facing a possible delisting because the stock price was in danger of falling below $1.00. With the meeting date passed and at the end of the first adjournment, the company had only 39% of the voting in favor.

The company was facing a difficult challenge with the responsiveness from shareholders. The declining stock price created an apathetic sentiment with a shareholder base largely held by retail shareholders, who are notoriously apathetic voters.

Solution

The company hired 新月直播app to take over the proxy solicitation from the original proxy solicitor at the onset of the 2nd adjournment period. 新月直播app analyzed the shareholder base and found a heavy concentration of retail shareholders, including non-US based shareholders.

新月直播app designed and Retail Outreach Program that consisted of the following, but not limited to:

  • Priority mailings to the largest shareholders urging them to contact us to vote their shares.
  • Targeted calls to unvoted Non Objecting Beneficial (NOBO) shareholders urging them to vote over the phone with our operators.
  • Email messages to shareholders providing them with instructions on how to vote by email.
  • Text messages to facilitate vote by cell phone.
  • 鈥淭elegram鈥 styled messages for international shareholders encouraging them to vote electronically.
  • Pre-recorded messages from the CEO explaining the benefits of voting FOR management’s proposals.

Results

新月直播app delivered a majority of the outstanding vote by the final adjournment period. By 新月直播app delivering the vote on time the company did not have to undertake a costly process of a completely new shareholder meeting.

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Case Study: Say on Pay Vote Projection /global-consumer-products-company/ Wed, 26 Apr 2023 12:33:58 +0000 /?p=32434

Assignment and Challenges

Our client is a member of the S&P 100 with a market capitalization north of $120 billion dollars. This high-profile consumer products company was facing three shareholder proposals and a contentious Say-On-Pay vote at their 2023 annual shareholder meeting.

新月直播app was retained to provide this client with advisory services and proxy solicitation to maximize voting support for the Board鈥檚 recommendations. One of the Advisory tools that we applied to assist our client was a series of vote projections. This allowed the client to properly set internal expectations and to focus their engagement efforts with their shareholders.

Solution

Using our proprietary database and comprehensive knowledge of investor voting trends and policies, 新月直播app developed a very detailed analysis of the shareholder base. The data on the underlying shareholders and their voting policies served as the foundation of our vote projections.

Results

新月直播app correctly predicted positive outcomes for our client on the four proposals below several weeks before the actual meeting date. Our projections were so accurate that three of the final voting results were within less than a 1% margin of the expected voting results.

  • Say On Pay – 0.15%
  • Shareholder Proposal 0.83%
  • Shareholder Proposal 1.34%
  • Shareholder Proposal 0.87%
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Case Study: Increase Authorized Shares. Retail Outreach, Proxy Solicitation /nikola-corporation/ Wed, 26 Apr 2023 12:32:14 +0000 /?p=32431

Assignment and Challenges

新月直播app was retained by Nikola Corporation to serve as proxy solicitation advisor for their annual meeting. 新月直播app was tasked with securing the vote requirement for the increase in authorized common proposal, which required a majority of the outstanding shares.

Nikola has a highly diversified shareholder base, which includes hundreds of thousands of small retail/ individual investors.

The challenge was that many NON-US custodians do not allow their underlying holders to vote in U.S. meetings, which reduced the pool of eligible shares that voting support could come from.

Solution

新月直播app developed an outbound campaign strategy to the underlying retail investors to overcome voter apathy and secure voting support for the proposal.

Alliance Advisor鈥檚 campaign strategy consisted of outbound phone calls, reminder mailings, text messages, and e-mail distributions to unvoted shareholders. Since there was a large number of shareholders in the lower share ranges, we utilized our technology and focused on a web and text- to-vote initiative for this tier of shareholders.

Results

新月直播app was able to maximize the voting returns in the lower share ranges in a cost-effective and efficient manner.

Shareholder approval was delivered allowing Nikola to increase the number of authorized shares from 600 million to 800 million shares.

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