RR Donnelley Survey of Institutional Investors Identifies Preferred Proxy Statement Features
November 19 2013 - 6:30AM
R. R. Donnelley & Sons Company (Nasdaq:RRD)
announced today the results of its recent survey, What
Institutional Investors Look for in Proxy Statements, which
examined how institutional investors read and use proxy statements
as part of their proxy review and voting process. Seventy-nine
percent of survey respondents indicated that they prefer to access
proxy statements via online proxy advisors' platforms or on other
online platforms, and 60 percent said that they skip directly to
particular information in the report, most specifically the
compensation, disclosure and analysis (CD&A) section. The
survey results suggest that easy accessibility to key sections is
essential to gaining shareholder support during the review and
voting process.
The survey found that 84 percent of respondents begin the proxy
review process at the CD&A section, and 64 percent read the
proxy statement summary at the beginning of the report, indicating
that institutional investors are most concerned with information
about director independence, pay-for-performance alignment and
disclosure of performance measures. The design of the report also
impacts how it is read; 83 percent of respondents said that they
prefer the use of plain English, and 67 percent favor the use of
graphs. However, 54 percent of survey participants stated that
over-engineered graphs that are complicated, poorly labeled or
hard-to-follow, could potentially mislead investors.
Additional survey findings include:
- Internal policies and analysis drive proxy-voting decisions,
followed closely by the use of proxy statements and direct
engagement with a company.
- More than 50 percent of survey respondents indicated that the
corporate governance/proxy voting and portfolio investing teams
meet at least weekly to discuss voting policies and specific
company votes.
- Fifty-two percent of respondents have different expectations
for larger company proxy statements as compared to smaller public
companies.
- Seventy percent of respondents prefer to read the traditional
one-column layout rather than a two-column format, and 68 percent
prefer a concise proxy statement that is fewer than 60 pages.
- Detailed table of contents (68 percent) and section headings
and sub-heads (60 percent) are preferred navigational elements
followed by page headers and footers that remind readers of their
location in the document.
"There is a growing gap between what it takes to meet the SEC's
disclosure requirements and what information institutional
investors look for in the proxy statements. This original market
research helps companies bridge that divide," said Ron Schneider,
Director of Corporate Governance Services for RR Donnelley's
Financial Services Group. "Our clients want to know if they should
change their proxy statement. Along with our recently published
Guide to Proxy Design, these results help companies align their
statement designs with their unique corporate culture, governance
profile and proxy objectives."
Study demographics:
RR Donnelley conducted an e-mail survey of the corporate
governance and proxy-voting heads at 200 institutional investors
ranging from the largest 13-f filing mutual funds and investment
managers to state and local pension funds, labor funds and social
investors. More than 40 individuals responded. More than 68 percent
of respondents represent actively managed organizations, and more
than 31 percent are indexed funds. The majority of respondents held
more than $100 billion in assets under management (AUM) and voted
on 3,000 or more stocks, with 97 percent voting on all proposals
for their portfolio companies.
Additional resources:
- RR Donnelley Proxy Research Summary Report:
http://info.rrd.com/Investor_Survey_Executive_Summary_20131118
- RR Donnelley Guide to Proxy Design:
http://fsgmarketing.rrd.com/mk/get/PROXY_GUIDE
- Webinar on "What Institutional Investors Look for in Proxy
Statements":
http://fsgmarketing.rrd.com/mk/get/2013_10_03_proxy_webcast_archive
About RR Donnelley
RR Donnelley (Nasdaq:RRD) is a global provider of integrated
communications. The company works collaboratively with more than
60,000 customers worldwide to develop custom communications
solutions that reduce costs, drive top-line growth, enhance ROI and
increase compliance. Drawing on a range of proprietary and
commercially available digital and conventional technologies
deployed across four continents, the company employs a suite of
leading Internet based capabilities and other resources to provide
premedia, printing, logistics and business process outsourcing
services to clients in virtually every private and public
sector.
For more information, and for RR Donnelley's Global Social
Responsibility Report, visit the company's web site at
http://www.rrdonnelley.com.
Use of Forward-Looking Statements
This news release may contain "forward-looking statements" as
defined in the U.S. Private Securities Litigation Reform Act of
1995. Readers are cautioned not to place undue reliance on these
forward-looking statements and any such forward-looking statements
are qualified in their entirety by reference to the following
cautionary statements. All forward-looking statements speak only as
of the date of this news release and are based on current
expectations and involve a number of assumptions, risks and
uncertainties that could cause the actual results to differ
materially from such forward-looking statements. Readers are
strongly encouraged to read the full cautionary statements
contained in RR Donnelley's filings with the SEC. RR Donnelley
disclaims any obligation to update or revise any forward-looking
statements.
CONTACT: Media Contact:
Phyllis Burgee, Director Communications:
Tel: +1 630-322-6093
E-mail: phyllis.burgee@rrd.com
Investor Contact:
Dave Gardella, Senior Vice President Finance:
Tel: +1 312-326-8155
E-mail: david.a.gardella@rrd.com
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