These are 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. Most public companies also post their meeting materials on their website. Public companies must also file these materials on SEDAR.
Some companies now use “notice-and-access” to send materials. In those cases, you will receive a more streamlined package that will tell you how to access materials online, or if you prefer, how to request that materials be mailed to you.
Why is it Important to Review Meeting Materials
Key parts of each of these documents will inform you about what you are voting on. At an annual general meeting, you’ll be electing the people who are managing the affairs of the company. You’ll also be appointing the auditor to oversee the company’s financial reporting.
If the company is holding a special meeting, the company may also ask for your vote on:
- a large transaction that requires shareholder approval, such as a merger with another company.
- a stock option plan for management.
- important corporate changes.
These are important issues that deserve your consideration and your vote.
You’ll Need to Review
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
As a beneficial owner, you will likely receive a voting instruction form (registered shareholders receive the actual proxy forms). You will be given options for each of the questions posed by management. Read the instructions in these forms carefully.
This contains instructions on how to vote your shares and information on the matters that you will be voting on, including:
- information on directors who are standing for election.
- significant shareholders of the company.
- details and background on any special matters to be considered at the meeting, such as a large transaction.
Review the information circular to determine how you want to vote on the various matters that will be considered at the meeting. Then, either use the voting instruction form or proxy to vote and send it in by the deadline, or attend the meeting. You may also be given the option of voting by telephone or on the internet.
What You Should Focus On
Voting Instruction Form or Proxy
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. If you don’t plan to attend the meeting, complete the voting instruction or proxy, sign it, and submit it by the deadline. If you do not, the company will not count your votes.
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 – It’s important for directors to own shares in the company to ensure their interests align with the interests of other shareholders. It’s also important to know who is currently serving as company directors.
- 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 – Directors who are actively overseeing the company’s managements should attend most meetings. If some directors attended very few meetings, the report should explain why. You may also be interested in matters such as diversity. TSX-listed companies must now provide certain information on representation of women on their boards.
- Other Proposals – There may be proposals from the company or, in some cases, from shareholders. The circular will include a description and the company’s position for or against the proposals.
If You Need Help, Consider These Options
- Ask your advisor to discuss your questions with you.
- Ask another trusted professional (your lawyer or accountant, for example) to discuss your questions with you.
- Call the company and ask for a further explanation.
- Ask your question(s) at the company’s annual general meeting.