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Our Blog: The Podium

2020 Annual Shareholder Meetings: New SEC Guidance and Going Virtual

By David Calusdian, President

The option to hold a solely virtual annual meeting has been with us for several years now, but we certainly will see a dramatic increase in the number of companies using these purely online events this coming proxy season.  Broadridge’s virtualshareholdermeeting.com platform lists 140 virtual or “hybrid” (offering a virtual option to supplement the in-person meeting) events on its platform alone from now through the end of May. And we’ll be sure to see more of these events in the coming weeks as a result of the SEC’s new annual meeting guidance due to COVID-19 travel and gathering restrictions. 

Below we have shared the SEC’s guidance around three major areas relating to annual meetings, including 1) changing the date, time and location of meetings; 2) holding virtual or hybrid annual meetings; and 3) providing flexibility regarding shareholder proposals.  We have also included links to helpful resources, and proxy and news release examples relating to virtual or hybrid annual meetings. Of course, since state law governs the conduct of annual meetings, please refer to those corporate codes as well as any limitations provided by your stock exchange. 

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Investor Relations Agency, Investor Meetings, Crisis Communications, IRO, Shareholder Communications, Investor Relations, Investor Relations Firm, Corporate Communications

COVID-19: A Guide for Communicating through an Unprecedented Crisis

By Maureen Wolff, Chief Executive Officer

The fast-moving COVID-19 outbreak is presenting many unique challenges for companies around the globe as they determine how to best manage the business impact, protect their employees at large, and communicate an immense amount of information and change effectively with their employees, shareholders, customers, the media and more.

The following are 8 tips for business practices and communications with core stakeholders as you formulate policies in the wake of COVID-19. 

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Investor Relations Agency, Investor Meetings, Crisis Communications, IRO, Shareholder Communications, Investor Relations, Investor Relations Firm, Corporate Communications, Employee Communications

5 Tips for a Successful Investor Day

Hosting an investor day can be a powerful way to raise management visibility and credibility, highlight the depth of your management team, and clarify your company’s value proposition and growth strategy.  But planning a successful investor day is no small task. Here are five tips to help you along the way.

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IR Vendors, Investor Presentation, Targeting, Investor Day, Investor Meetings, Reputation Management, Analyst Day, IRO, CFO, Shareholder Communications, Investor Relations Firm

Sharon Merrill President and Partner Maureen Wolff selected as 2014 NIRI Fellow

Sharon Merrill Associates President and Partner Maureen Wolff was selected as one of five new National Investor Relations Institute (NIRI) Fellows. NIRI Fellows are recognized leaders who represent the ideals of the investor relations (IR) profession, and have distinguished themselves on the basis of their integrity, leadership, involvement and contributions to the IR profession throughout their careers.

Sharon Merrill, Chairman and CEO of Sharon Merrill Associates said, “Maureen is extremely well deserving of this great honor by the National Investor Relations Institute. She has been a leader in the advancement of the investor relations profession for the past 30 years and an ardent supporter of NIRI. Congratulations to Maureen and the 2014 class of NIRI Fellows.”

In the NIRI announcement of the Fellows Class of 2014 , NIRI CEO Jeff Morgan said, “I am delighted to honor these five outstanding individuals who have been so important to the development of the profession and to NIRI’s success. NIRI Fellows are nominated by their peers, and represent the highest standards in the investor relations profession and in our community. We look forward to honoring them at the 2014 NIRI Annual Conference this June.”

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Awards, Sharon Merrill Associates, Investor Relations Agency, Crisis Communications, NIRI, Shareholder Communications, Investor Relations, Investor Relations Firm, Activist Investors

Sharon Merrill EVP & Partner David Calusdian Elected to NIRI Board of Directors

Sharon Merrill’s Executive Vice President & Partner David Calusdian has been elected to serve on the National Investor Relations Institute (NIRI) Board of Directors. David will serve a four-year term, which began at NIRI’s annual meeting on December 4, 2013. Calusdian continues a legacy of NIRI board leadership at Sharon Merrill as agency President and Partner Maureen Wolff served on the board from 2003 – 2007.

Jeffrey D. Morgan, president and chief executive officer of NIRI had the following to say of the four NIRI members elected to serve on the board: “These four individuals are representative of so many NIRI members in their interest in advancing NIRI’s mission and in their genuine passion for the investor relations profession.”

Sharon Merrill, Chairman and CEO of Sharon Merrill Associates, said “We are proud to continue our firm’s legacy of leadership on the NIRI national board. After Maureen’s tenure on the NIRI board, culminating in her serving as Chairman, we are delighted that David is sharing his investor relations expertise as a NIRI board member. Congratulations to David and the newly elected directors.”

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Investor Relations Agency, NIRI, Investor Relations, Investor Relations Firm

Shareholder on a Shelf: An Earnings Tradition

By Dennis Walsh, Vice President

The Shareholder on a Shelf is a new tradition that has become the holiday gift of choice for IROs to their executive management teams. The story of the Shareholder on a Shelf is as follows:

“Have you ever wondered how the SEC could know;
If you’re naughty or nice in making your reported revenues and margins grow;
For 79 years it’s been a big secret;
Which now can be shared, if you promise to keep it.

At reporting time the SEC sends me to you;
I sit in the shadows to watch and report on all that you do;
My job is an assignment from Ms. Mary Jo White herself;
I am her helper, a friendly scout shareholder that sits on a shelf.

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Holiday, Investor Relations Blog, Reg FD, Sharon Merrill Associates, Investor Relations Agency, Guidance, IRO, Shareholder Communications, Earnings Call, Investor Relations, Earnings, Investor Relations Firm, Activist Investors

Employee Training: From Reg FD to “Wall Street 101”

By Maureen Wolff, President and Partner, Sharon Merrill Associates

When the SEC last month charged First Solar’s former head of investor relations with violating its fair disclosure rules, the announcement gave more than a few IROs pause. And for good reason. Lawrence Polizzotto paid a $50,000 fine for the violation. Although corporate IROs and the financial press have focused on the settlement with Polizzotto, perhaps more critical for public companies is the SEC’s treatment of First Solar itself.

Rather than charge the company separately, the SEC said it decided to forego corporate enforcement because of First Solar’s “extraordinary cooperation.” This included the company self-reporting the violations to the SEC and its “environment of compliance," which First Solar developed through its disclosure committee and additional Reg FD training for employees managing the company's public disclosure.

But how many public companies are actively training their staff in Reg FD, insider trading or even the general responsibilities that come with working for a public company? For example, while instruction against insider trading is something every public company should be providing, there are numerous examples of public filers whose employees claimed they did not know they were violating insider trading laws. Many companies expect their managers and reporting staff to understand what it means to be a public company employee, but may not take the time to teach it. And if it is taught, the training may consist of just a single session right before the IPO – perhaps never to be offered again.

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IR Program Planning, Reg FD, Wall Street, Investor Relations Agency, IPO, Shareholder Communications, Investor Relations, Investor Relations Firm

REIT IR: This Investor Pool Isn’t Big Enough for the Two of Us

By Andrew Blazier, Senior Associate

A good friend and colleague of mine used to describe the universe of real estate investment trusts – REITs – as an “us girls” industry. It was difficult to break in, but once you did, the REIT community was so small, and so interconnected, that working within the industry could be done rather smoothly.

The publicly traded REIT community is indeed tightly knit. And the number of institutions investing in REITs isn’t much larger. When management teams go on roadshows or attend conferences, it’s not uncommon for them to meet the same individuals from the same funds four, five or six times in a year. I compare it to one of those small towns you see in Western films, with the two main characters squaring off to see who will ultimately control the town: “This investor pool isn’t big enough for the two of us.”

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IR Program Planning, Targeting, Investor Relations Agency, Investor Meetings, REIT, IRO, Shareholder Communications, Investor Relations, Investor Relations Firm

The Greatest Social Media for Investor Relations Panel Ever*

By Dennis Walsh, Vice President & Director of Social Media

*Okay, so I may be biased since I was the moderator, but this panel session at the NIRI’s 2013 Annual Conference had all the elements necessary to help IR professionals develop a strategy for using social media for IR.

Attendees heard from David Urban, Director of IR at Johnson Controls; RJ Jones, IRO at Zillow; Broc Romanek, editor at TheCorporateCounsel.net; Chris DeMuth, portfolio manager at Rangeley Capital; and Sheryl Joyce VP Marketing & Communications at Q4 Websystems.


The key take away from the panel was that IR professionals should take control of or insert themselves into their company’s social media strategy. Since marketing and PR departments typically "own" social media, the challenge for IR departments is twofold: 1) ensure that all activity is compliant with public company regulations, and 2) ensure the messaging is consistent with the overall IR strategy.

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IR Program Planning, Disclosure, Reg FD, Strategic Messaging, Investor Relations Agency, IR Website, NIRI, Disclosure Policy, IRO, Speaking Engagements, Earnings Call, Social Media, Investor Relations, Investor Relations Firm, Activist Investors

SEC Gives Social Media for IR Its Blessing

By Dennis Walsh, Vice President & Director of Social Media

The SEC finally has provided guidance on the use of social media for investor relations. The guidance came in a report on its investigation to determine whether Netflix CEO Reed Hasting had violated Reg FD. In a Facebook status update on his personal account, Hastings said Netflix had streamed 1 billion hours of content in June 2012, calling into question whether the post was selective disclosure of material information.

In its report, the SEC clarified that companies can use social media outlets like Facebook and Twitter to announce key information in compliance with Reg FD. It’s the moment we’ve all been waiting for, but with some key caveats.

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IR Program Planning, Reg FD, Investor Relations Agency, SEC, IR Website, Disclosure Policy, Shareholder Communications, Earnings Call, Social Media, Small-cap IR, Investor Relations, Socialize IR, Earnings, Investor Relations Firm

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