During a routine corporate shareholder meeting, the Independent Inspector of Election is responsible for preparing the IOE Oath, Shareholder Ballot, Management Ballot, and IOE Final Report; sending these documents to the client for final review; and attending the meeting to facilitate voting. In most cases, the IOE Final Report and any other documents necessary for final certification of the vote are produced on-site at the conclusion of the shareholder meeting.
However, Annual and Extraordinary Shareholder Meetings can, and often do, include Board of Director nominees and/or shareholder proposals that are not favored by the current management of the Company. When this occurs, there is often an inherent conflict-of-interest that precludes any interested party from tabulating the final results. In the event of a contested election, the IOE will manage the same processes as in a routine shareholder meeting, but also tabulate the votes and conduct a review and challenge process.
ESOP and 401k Employee Plans often have an addition layer of regulation which protects the identity of plan participants precluding the sharing of information - which prevents distribution and solicitation in the same manner as registered or beneficial holders in proxy contests. In this case, the Independent Inspector of Election handles all, or most, aspects of the process from printing to mailing to internet voting and provides a final certified tabulation to the Plan Administrator. The Inspector of Election of the contested shareholder meeting need not be the same as the Inspector that facilitates Plan voting.
A “Review and Challenge” process is when interested parties inspect voting materials presented and have an opportunity to challenge the validity of any voting instruction. Often mandated by law and/or the procedures outlined in corporate/association documents, the Review and Challenge process is a likely part of any contested proxy. While AES can conduct a Review and Challenge process as a standalone item, typically it is part of a tabulation and/or IOE service in contested situations.
All AES Inspectors of Election are equipped with laptop, internet connectivity, and portable printers and require no special setup requirements.
During organization and association elections, the IOE tabulates the final results on behalf of the interested party and certifies that the final results are accurate and that the procedures employed by the interested party during the process adhere to the rules and are in accordance with industry standards. Upon request, AES can manage any, or all, aspects of the larger election process including printing, distribution, internet voting and reporting.
All AES Inspectors are certified to use the Broadridge Virtual Shareholder Meeting (“VSM”) Administration Tool and are familiar with the VSM process that is becoming increasingly popular with issuers.
When contracted as the sole tabulator, AES performs two tabulations, while the certification service performs one – which is then reconciled to that provided by the tabulator. In both cases, the chances of two separate tabulators making the same mathematical error are highly unlikely, hence ensuring an accurate final result.
Non-US issuers have special situations that often require a specialist for tabulation. If you elect your Directors by cumulative voting, ask holders to pick three of five auditors, or have any other options not typically seen in US proxy voting – it’s best to get us involved early in the process
Depositary Receipt programs offer additional challenges, particularly in contested situations when the Depositary relationship is an inherent conflict of interest and third-party certification is required.