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Proxy Guide: Resources

March 25, 2013

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Only a few individuals and groups focus explicitly on proxy filings. However, a wide variety of websites, publications, experts and organizations tackle the corporate governance and compensation issues tied up in the documents. Some of the material is aimed at companies and attorneys, but some is clearly written, and many professionals and groups are happy to help reporters.

Finding and searching SEC filings

The SEC’s Edgar database is free and relatively simple. Start with the company search page to find a particular company’s filings, by name or ticker symbol. Use the full text-search page to search across companies for individual words, or for phrases (use quote marks); see this proxy guide’s Introduction for a screen shot. The advanced version of the full-text search page lets you filter by company name, date, type of form and other details. Other search options are listed here.

Tablet with financial info on screen
Companies nearly always post proxy statements on corporate websites.

A variety of paid services makes it easier to zero in on specific filings or find specific words and phrases across filings from multiple companies. All have different features, and some have given news organizations discounted access in the past, for publicity’s sake. Among the companies offering SEC filing services are Morningstar Document Research, AlphaSense and DisclosureNet.

SEC Info is a free service provided by Fran Finnegan & Co. It does many of the things that the paid services above will do, although the site’s interface can be less intuitive.

Useful guides and references

The SEC provides a brief explanation of how to find proxy filings on Edgar here.

For another simple overview of the proxy filing, see The Wall Street Journal’s interactive guide to reading proxy statements.

If you run across an unfamiliar kind of proxy statement (or other SEC form) that isn’t listed in this guide’s Glossary, you’re likely to find a basic definition at Westlaw’s extensive list of filing types, or a less user-friendly PDF from the SEC. In addition, Investopedia has useful descriptions of many forms.

The blog at footnoted.com (which I contribute to) picks apart SEC filings, with a lot of attention on proxies.

Founder Michelle Leder (on Twitter at @footnoted) can often help reporters put proxy disclosures in context (and she’s a good quote, too); contact her here. And, 10 years after it first came out, her book, “Financial Fine Print,” is still an excellent self-guided course in reading SEC filings (including proxies), although a number of disclosure rules have changed since publication.

For suggestions on covering corporate governance more broadly, check out “Who’s Running the Company? A Guide to Reporting on Corporate Governance” from the International Center for Journalists.

Experts and organizations

Many major business law firms have securities-law experts who help companies draft their filings, and who can answer questions about them.

Similarly, business and law schools at major universities generally have at least one professor who studies these issues. Well-known academic corporate-governance institutes include the Rock Center for Corporate Governance at Stanford University and the Weinberg Center for Corporate Governance at the University of Delaware.

The SEC’s public affairs office (202-551-4120) can help put you in touch with people able to answer technical questions about Edgar, filings and filing requirements. They tend to shy away from company-specific questions, and some controversial issues.

For insight into hot governance and pay issues of the moment, check out the major proxy-advisory firms, including ISS (formerly Institutional Shareholder Services, at issgovernance.com) and Glass Lewis. They advise professional investors on how to cast proxy votes, are openly critical of practices they see as abusive or bad for shareholders, and have become very influential (too influential, some companies say).

Ira Kay, a founder of compensation-consulting firm Pay Governance, has made a career out of advising executives and boards on compensation issues; he argues that existing compensation structures are generally fair and driven by market forces. He’s happy to talk with reporters. Also frequently quoted on executive compensation is Graef Crystal.

Other compensation consultants are also often willing to comment on or even analyze pay packages and related issues for reporters, including Pearl Meyer & Partners, Steven Hall & Partners, and Compensia. Equilar has become a major source of executive-compensation data, and has often been willing to work with reporters in the past.

The Corporate Counsel keeps on top of a wide range of governance and pay issues through its blog and the Twitter account of editor Broc Romanek (@BrocRomanek). Romanek has also written An Open Letter to All Journalists, challenging widely held beliefs about CEO pay.

The Conference Board is publishing regular updates to its proxy voting scorecard (free registration required), showing how different kinds of shareholder proposals are faring (e.g., environmental, corporate governance, say-on-pay), in some cases by industry. It offers useful context for votes at specific companies, though the data may lag a little until proxy season ends.

Several groups offer the corporate perspective on proxy issues. The Society of Corporate Secretaries & Governance Professionals is an association for the company officials that draft proxies, and it has chapters across the country. The Conference Board also writes about these issues, and sponsors roundtables and panels on the topic (many of them webcast).

For an investor’s perspective, consider the Council of Institutional Investors, an influential group of pension and investment funds that push companies to improve corporate governance and pay practices. It’s on Twitter at @infoCII. The Investor Responsibility Research Institute funds and disseminates research on corporate responsibility and investing.

Sustainable Investment Institute specializes in reviewing and analyzing the hundreds of shareholder proposals in proxies. The nonprofit’s clients are primarily private colleges and universities. Si2 provides overview reports on the main environmental, social and governance issues raised by activist shareholders in their proposals to companies, as well as impartial breakout reports on the proposals awaiting votes at companies. Executive Director Heidi Welsh is at heidi@siinstitute.org or 301-432-4721.

Finally, if you get stuck, confused or just have questions that aren’t addressed here, I’m happy to help. Give me a shout (and tell me your deadline!) through my website’s contact page, or on Twitter at @theofrancis.


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