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Meeting materials

What are meeting materials?

These are electronic or paper documents received from the company in advance of a shareholder’s meeting. Normally, they consist of a notice of meeting, a proxy or voting instruction form and an information circular, often a thick set of documents.

Don’t be intimidated. It is important that you read key parts of each of these documents so you know what you are voting on. Try to pick individual parts to focus on and spread the reading out over the time you have between receiving the materials and the deadline for submitting your proxy or attending the shareholders meeting.

Even if you don’t own very many shares, your vote is important. You’ll be electing the people who are managing the affairs of your company. You’ll also be appointing the auditor to oversee the company’s financial reporting. The company may ask for your vote on a merger with another company, a plan to allow management more time to consider takeover bids, a stock option plan for management, or other important corporate changes. These are important issues and deserve your consideration and your vote.

Most public companies post their meeting materials on their website. Here are the main documents. InvestRight challenges you to review them the next time you receive a package.

Notice of Meeting  

  • Sets out the date, time, and place of the shareholders meeting. It also sets out the matters on which you are entitled to vote.

Proxy or Notice of Voting Instruction Form 

Information Circular  

  • Instructions on how to vote your shares
  • Information on the matters that you will be voting on, including:
    • The people that management proposes as directors, including how many shares they own or control
    • The executives of the company and how the company compensates them
    • The attendance record of the existing directors 
  • Information on whether the management or directors have any personal interest in material transactions or matters to be voted on

Review the information circular to determine how you want to vote Then either use the voting instruction form or proxy to vote and send it in by the deadline, or attend the meeting. Many companies give you the option of voting by telephone or on the internet.

What should you focus on?

Voting instruction form or proxy
Complete the voting instruction form or proxy and mail it in, unless you plan to attend the meeting and vote in person. Consider if you are comfortable with the people named on the form to vote on your behalf. If not, you could name another person to attend the meeting in your place. 

Sign your form and submit it by the deadline. If you do not, the company will not count your votes.

Information circular
This will likely be the longest document. Read the instructions on the first few pages about how you can vote and what to do if you want to attend the meeting in person.

  • Backgrounds of the proposed directors. Are they currently serving as directors? How many shares do they own? It’s important for directors to own shares in the company to ensure that their interests align with the interests of other shareholders. 
  • Voting rules. Check to see if the company allows voting for individual director nominees or requires shareholders to either vote for a group of directors or withhold their vote.
  • Corporate governance report. How many meetings have existing directors attended? Directors who are actively overseeing the company’s managements should attend most meetings. The report should explain why some directors attended very few, if they did.
  • Other proposals. There may be proposals from the company or, in some cases, from shareholders. Either way, the circular will include a description and the company’s position for or against the proposals.

What questions should you ask yourself?

Questions on meeting materials pdf are available as a separate form to download or print. 
 

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