Allow Time to Vote

Resolution Text

Proposal [4*] – Allow Time to Vote

Resolved

James McRitchie and other shareholders request that the Board of Directors of Broadridge Financial Solutions initiate appropriate changes to governance documents or proxy statements to provide a reasonable time for votes to be cast or changed after the final proposal is presented at the company’s annual general meetings and that our company issue a brief report on current practices and options to address this issue. 

Supporting Statement

The annual general meeting (AGM) is the single venue where shareholders gather to deliberate and vote both on board and shareholder proposals. The AGM allows shareholders to speak persuasively to fellow shareholders, the board, and management. Shareholder communications during AGMs provide a critical opportunity for deliberation and debate.

Therefore, it is only reasonable to expect that shareholders be given time to listen to the presentations and consider how they want to cast or change their vote at the meeting. In addition, SEC Rule 14a-8(h)(3) provides that if a proponent fails to present their proposal, “without good cause, the company will be permitted to exclude all of your proposals from its proxy materials for any meetings held in the following two calendar years.”

Yet, many companies treat the process as an empty ritual, allowing little or no time for shareholders to vote after the presentation of the final proposal.

The Interfaith Center on Corporate Responsibility collected data from 31 annual company meetings attended by its members in 2022. Their survey showed 10 out of 31 companies allowed 0-10 seconds to vote at annual meetings after proposals were presented, 5 allowed up to 30 seconds, 6 allowed 50-60 seconds, and 10 allowed 2 minutes or more.[1]

Carl Hagberg, a well-known inspector of elections, suggests that after all proposals have been introduced, companies announce that polls will remain open for 10 more minutes during a general discussion or question-and-answer period “to allow voters who have not yet voted or who wish to change their votes online to do so.”[2]

Failure to provide investors adequate time to vote could negatively affect investor perception of the company and its stock value since fair corporate suffrage is a fundamental right of shareholders.

We urge a vote FOR this shareholder proposal to ensure adequate time to consider meeting presentations.

To Enhance Shareholder Value, Vote FOR

Allow Time to Vote – Proposal [4*]

[1] https://www.corpgov.net/2022/09/no-time-to-vote/

[2] Carl T. Hagberg & Associates, How and When to Properly Open and Close the Polls, The Shareholder Service Optimizer, Second Quarter 2022 https://optimizeronline.com/how-and-when-to-properly-open-and-close-the-polls/