understanding of the company’s equity story, debt capital market story, and ESG story. Te debt and ESG stories are fundamentally different than the equity story. It is a common misconception that IR is only about equity.”
Proxy Changes Te new universal proxy for annual meetings was implemented by the SEC in September 2022, and IROs must quickly assess how it affects Board of Directors elections. Geoffrey Buscher, Director, Investor Relations at Expeditors
International, observes, “Te universal proxy is going to make 2023 an interesting year, because we’re going to quickly see how activists are going to use it. I read a legal brief that explained how the universal proxy rules require only that a dissident who wishes to use the universal proxy process file its own definitive proxy statement and solicit the holders of at least 67% of the voting power of shares entitled to vote on the election of directors at the shareholder meeting and include a statement to that effect in its proxy statement or proxy card. “For many companies such as ours, reaching 67% of the
shareholders would be crazy easy to do. I don’t think the SEC thought through the ramifications of what this is going to lead to.” Jonathan Peisner, Founder, Value Creation/Value Protection
LLC, recommends, “If you have anything contentious on the ballot, be sure to do your homework with your major shareholders, as well as Institutional Shareholder Services and Glass Lewis, to see if they support or oppose management’s position. Tis includes index funds and other passive investors who actually have proxy people you can meet with. If they don’t support management’s position, understand why and try to set up meetings with detrac- tors early in the process so as to hopefully win them over.”
Returning to In-Person Meetings Many events, including investor conferences, are returning to in-person attendance. Demand for in-person events is growing. “The virtual world has changed the way we interact with
investors, especially with respect to creating a more efficient use of management’s time,” notes Lisa Caperelli, Vice President, Investor Relations at Arbutus Biopharma. “But for investors, even though they recognize the efficiency of virtual meetings, I am finding that the desire for in-person interaction, to read body language and build a relationship, is now greater than pre-pandemic times.” Greg Secord, Vice President, Investor Relations at Open Text
Corporation, says, “As we adjusted to virtual meetings during the past few years, proactive IR teams were able to expand their
ni ri .org/ irupdate
targeting and outreach initiatives to new geographies. There was also an opportunity to leverage more availability from the CEO and CFO for virtual meetings. “The question for IR teams now is how to manage this
expanded outreach as we transition to a hybrid model. Lo- gistically, this places even more emphasis on the IR team to take the majority of these in-person one-on-one meetings and manage the subsequent travel. Strategically, it presents a pivot point for many IROs, where they can establish their role, bring heightened executive-level knowledge of company operations to these meetings, and establish themselves with the investor as a source for broader industry insight.” Neal Goldner, Vice President of Investor Relations at Mar-
riott Vacations Worldwide Corp., explains, “We are working to figure out the new rules of corporate access as we continually want to target and meet with potential new investors. In-person meetings are more important again. I once had a CEO ask, ‘Why are we meeting with Fidelity for the ninth time when they never buy us?’ I replied that if we don’t go to see them they will never buy. Then lo and behold, in one quarter they bought a sizable position. It just takes patience.” “I think people prefer to attend things in person, depending
on the nature of the in-person event,” says Ian Matheson, CEO of the Australasian Investor Relations Association. “I’ve heard a lot of investors say they will attend broker conferences in person. So companies may find these to be the best form of targeting. It used to be that brokers had their standard flagship conferences a few times per year but now there are more smaller events that may be led by an analyst.” Joshua Carlon, Director, Corporate Finance & Investor
Relations at Tennessee Valley Authority, relayed comments he heard from buy-side panelists at an investor day in December 2022: In-person one-on-one meetings are very much appreci- ated (when possible). Virtual meetings with multiple investors are least desirable because it is difficult to gain real interaction. “Clearly Zoom is a great tool for supplemental interactions,”
Carlon says, “but in-person one-on-one meetings should remain the primary way to interact with investors.” The importance of in-person meetings applies inside com-
panies as well. Caperelli says, “Having joined a company during the pandemic has made it challenging to build camaraderie and relationships with my colleagues and new investors that I’m targeting. We need more in-person interaction to build strong personal relationships with all our stakeholders.” IR
Al Rickard, CAE, is Editor-in-Chief of IR Update;
arickard@niri.org. IR UPDAT E ■ WI N T E R 2 0 2 3 1 7
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40
