Proxy Solicitors

What do proxy solicitors do?

Proxy solicitors do pretty much just that: request that shareholders in a public corporation appoint an activist investor as the shareholders’ proxy in voting the shareholders’ stock. The process can become much more complicated than that, but for most activist investors’ purposes, they help the investor to solicit votes to support the investor’s board candidates or resolutions.

In addition to soliciting shareholder votes in the form of proxies, proxy solicitors also advise investors on the arcane and obscure rules governing the voting process at most US corporations. Attorneys can also provide this advice, but proxy solicitors usually know as much or more than an attorney would (many proxy solicitors practiced law) and charge less.

Why does an investor need a proxy solicitor?

In many instances, an activist investor would need to contact hundreds or thousands of individual shareholders, and keep track of the proxies that each shareholder submits. Proxy solicitors have the systems needed to do this efficiently and effectively.

Proxy solicitors also have contacts among most of the largest institutional investors (such as Fidelity or Barclays, to name a couple). Some proxy solicitors get in touch with these investors weekly on various matters, and thus know who to call, and even how they tend to vote. So, the right proxy solicitor can make it much easier for an activist investor to solicit proxies from these institutional investors.

An investor does not always need a proxy solicitor, though. For a vote at a company in which a few large institutional investors represents a large proportion of the shares, an activist investor can identify the needed investor contact and solicit proxies directly.

Who are the proxy solicitors?

There’s a small community of proxy solicitors, consisting largely of boutique firms populated with securities attorneys. A couple of large ones tend to dominate the market, and handle most routine corporate annual meetings. The smaller ones, consisting in part of refugees from the large firms, handles special projects such as contested elections for investors.

Kingsdale Shareholder Services

Shorecrest Group (Canadian-listed companies)

You might find this checklist useful as you select a proxy solicitor.

✓Identify a contact at each firm
✓Determine specific needs for your proxy project, including objectives, scope of services, and budget
✓Ask for a written proposal setting forth each firm’s experience in similar situations
✓Request copies of proxy materials that the firm has prepared for clients
✓Understand whether the firm emphasizes services for corporations or investors, or both
✓Identify the firm’s relationships with key investors in the corporation, including past efforts to solicit these investors’ proxies
✓Itemize proposed fees and expenses
✓Review the written contract or engagement letter