ION Proxy Toolkit

Make a Difference as an Individual Investor

You can determine from the annual report and proxy statement of each company in which you own shares whether there are any women directors and whether there are any women among the top five executive officers. You can also tell how many women are included in each of these groups.

The annual report and proxy statement of every publicly traded company is available on the Investor Relations area of its website. You can review information about the company and its management, including its board of directors and executive officers. The proxy statement also contains materials relating to the election of directors. In some companies, the entire board is elected every year; in others, directors serve multiple-year terms and only a few of them are nominated for election each year. All director nominees and all continuing directors whose terms will expire in future years are identified in the proxy materials by age, date of first election to the board, occupation and other board positions they hold. Elsewhere in the proxy statement, in the sections dealing with the compensation of the most senior executives, the most highly compensated executives are identified. In some companies, additional executive officers are identified in their annual reports.

When you vote your proxy, you can let the company know how you feel about the number of women directors.

As a shareholder, you are asked to vote for those directors who are up for election.

If you are like most investors, you hold stock in an account in your name with a brokerage firm (e.g., Charles Schwab, E*Trade, Fidelity, Merrill Lynch), bank trustee or other agent. You can request that your brokerage firm send you your proxy electronically (instead of by mail) and you can vote your proxy online as well.

You can express your views on the number of women directors and executive officers by writing to the independent directors, to the chair of the board, chair of the nominating committee or corporate secretary.

The proxy statement also tells you how you may contact the non-management members of the board of directors, both by mail and electronically. The members of a company’s nominating and governance committee are independent (non-management) directors. The proxy statement also identifies committee members and chairs and provides information for contacting them.

You can express your views on the number of women directors and executive officers by attending the annual shareholder meeting and speaking up.

The proxy statement also tells you when and where the annual shareholder meeting will take place and invites you to attend if you wish. Typically, you are asked to indicate whether you plan to attend. If you plan to speak at the annual shareholder meeting, it is a good idea to contact the corporate secretary prior to the meeting and ask to make a statement,

You can express your views by voting on or by filing shareholder proposals. In addition, you can contact any proposal  proponent who you think might share your interest in diversifying the board to explore the possibility of future action.

Very often, the proxy statement also asks you to vote on one or more shareholder proposals . Some of these proposals  are put forth  by an individual or group of shareholders who seek some change in corporate governance practices or want the company to take some action related to an environmental or social issue. In the past, some shareholder proposals  have sought to increase the diversity of the company’s workforce and corporate leadership, including its board. The proxy statement sets forth the text of the proposal , the identity of its proponent(s), a summary of the arguments for the resolution, and a statement of the company’s position on the proposal.

 

updated May 27, 2011


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