Broadridge Analysis of Traditional and Notice & Access Issuers: N&A Adoption, Distribution and Voting
1. | Copyright 20121 Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.Broadridge and the Broadridge logo are registered trademarks of Broadridge Financial Solutions, Inc.
Fiscal Year Ending June 30, 2013
Analysis of Traditional and Notice & Access Issuers
Issuer Adoption, Distribution and Voting
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October 15, 2013
2. | Copyright 20122
Overview
68.35%
78.70%
84.91%
31.8% 29.9%
31.01%
28.0%
70.66%
67.17%
18.12%
Scope of Analysis:
Broadridge data for beneficial shareholder proxy distributions and retail voting for five fiscal years (i.e., 12-month periods ending
June 30). Includes all U.S. distributions (“jobs”) processed by Broadridge for equity shareholder meetings -- excludes contests,
ADRs, mutual funds, and Canadian issuers.
Estimated savings to issuers on printing and postage are based on NIRI’s biennial surveys of the median cost of printing an annual
proxy package and actual USPS postage costs. Savings are net of incremental fees for N&A processing.
NIRI’s median cost per package for printing was $4.38 in FY08, $4.32 in FY09 and FY10 and $4.82 in FY11, FY12 and FY13.
Postage costs per package were $1.58 in FY08 and FY09, $1.57 in FY10, $1.75 in FY11 and $1.83 in FY12 and FY13.
N&A usage stats and estimated annual savings are based on mailing dates. Voting data are based on meeting dates.
The analysis compares voting among issuer jobs that used N&A -- to issuer jobs that did not use N&A (“Non N&A”). The analysis
compares voting for each of three methods of proxy material distribution (i.e.: e-delivery, mailed Notices, and full packages by mail).
Definitions:
Retail Position - A beneficial equity record position -- excludes record positions for ProxyEdge, the Consolidated Data Feed,
Financial Advisors, and Managed Accounts.
Retail Account – A beneficial equity account holding one or more retail positions.
Prior Consent Preference - An “account level” preference established by a retail shareholder to receive a full package of proxy
material. These preferences are used in processing Notice and Access jobs.
Full Package – A complete set of proxy materials mailed under traditional delivery rules or, for N&A , by fulfillment, stratification or
prior consent.
Full Package by Fulfillment – Shareholders who received a Notice and then requested a full set of proxy materials.
Full Package by Stratification - Shareholders who received full packages from issuers that chose to send full package materials to a
subset of shareholders.
3. | Copyright 20123
Distribution and Voting Rates for Notice and Non-Notice Adopters
Based on Retail Positions and Shares
140.7 145.8 151.9
142.5 139.8 143.5
202.5
211.8
233.0
205.9 200.0
178.3
-
50.0
100.0
150.0
200.0
250.0
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
Positions and Shares Distributed
Positions Shares
17.6%
15.3% 15.4% 14.5% 13.9% 13.0%
31.9%
28.9%
27.0%
29.0% 28.8% 29.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
Positions and Shares Voted (All Jobs)
% Positions Voted % Shares Voted
(Positions in millions; Shares in billions)
4. | Copyright 20124
35.3% 36.0%
31.8%
38.1% 37.4%
40.2%
30.1%
23.7% 22.5%
21.9% 21.7% 21.7%
14.5% 15.3%
18.1% 18.2%
19.9% 21.4%
31.9% 28.9%
27.0%
29.0% 28.8% 29.7%
0%
10%
20%
30%
40%
50%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
Shares Voting % by Distribution Type (All Jobs)
Full Packages E-Delivery Mailed Notices Total
48.7
42.6 41.4 38.2 35.8
31.2
12.5
12.3 14.4
13.6
13.3
12.4
3.4
6.3 7.0
7.9
8.6
9.2
0
10
20
30
40
50
60
70
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of Shares Voted by Distribution Type (All Jobs)
(In billions)
Full Packages E-Delivery Mailed Notices
64.6
61.2 62.8
59.7 57.7
52.8
18.6
15.5 15.4
12.8 11.9 10.6
4.8
5.0 5.7
5.5
5.4
5.5
1.4
1.9 2.2
2.3
2.2
2.5
0
5
10
15
20
25
30
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of Positions Voted by Distribution Type
(In millions)
Full Packages E-Delivery Mailed Notices
24.8
22.4
23.3
20.6
19.5
18.6 22.5%
24.8% 25.3%
26.9%
29.9% 29.8%
16.0%
13.7% 13.0%
11.6%
10.3% 9.6%
5.0%
4.0% 4.7% 4.8% 4.6%
4.9%
17.6%
15.4% 15.3%
14.5% 13.9%
13.0%
0%
5%
10%
15%
20%
25%
30%
35%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
% of Positions Voted by Distribution Type (All Jobs)
Full Packages E-Delivery Mailed Notices Total
Distribution and Voting Rates for Notice and Non-Notice Adopters
Based on Retail Positions and Shares
5. | Copyright 20125
Notice & Access - Issuer Adoption Trends and Estimated Annual Savings
68.35%
78.70%
84.91%
31.8% 29.9%
31.01%
70.66%
67.17%
18.12%
653
1,363
1,601
1,673
1,813
1,904
9%
20%
23%
25%
29%
31%
0%
5%
10%
15%
20%
25%
30%
35%
-
200
400
600
800
1,000
1,200
1,400
1,600
1,800
2,000
2,200
FY'08 FY'09 FY'10 FY'11 FY'12 FY'13
# of Issuers Using N&A
# of N&A Users % of N&A Users
30%
52% 53%
62%
70%
73%
0%
10%
20%
30%
40%
50%
60%
70%
80%
FY'08 FY'09 FY'10 FY'11 FY'12 FY'13
Total N&A Street Positions as a % of Total Street
Positions
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
<1,000 1,000 -
4,999
5,000 -
9,999
10,000 -
49,999
50,000 -
149,999
150,000 -
299,999
>300,000
Issuer Size Categories Based on Number of Individual Issuer Position
% of N&A Issuers Based on Distribution Size
FY'09 FY'10 FY'11 FY'12 FY'13
$152
$245
$238
$272
$282
$297
$5.96 $5.90 $5.89
$6.57
$6.65 $6.65
$5.00
$5.50
$6.00
$6.50
$7.00
$7.50
$-
$50
$100
$150
$200
$250
$300
FY'08 FY'09 FY'10 FY'11 FY'12 FY ' 13
P
a
c
k
a
g
e
U
n
i
t
C
o
s
t
I
s
s
u
e
r
S
a
v
i
n
g
s
(
m
)
Issuer Savings on Printing & Postage - Net of Fees
(Annual savings in millions)
Savings Unit Cost of Printing & Postage
6. | Copyright 20126
Retail Proxy Distribution by Delivery Method & Distribution Type
Notice and Access Jobs vs. Non-N&A Jobs – Based on Positions
68.35%
78.70%
84.91%
31.8% 29.9%
31.01%
28.0%
70.66%
67.17%
18.12%
5.5 10.6 11.3 12.1 13.6 12.7
8.6
18.7 22.7
29.4
36.5 41.8
28.1
47.0
47.2
47.4
47.7
50.9
0
20
40
60
80
100
120
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of Positions by Distribution Type (N&A Jobs)
(In millions)
Full Packages E-Delivery Mailed Notices
42.2
76.3
81.2
88.9
97.8
105.4
77.2
51.9 49.6
35.5
26.2 22.9
21.4
17.7 21.1
18.1
15.8
15.2
0
20
40
60
80
100
120
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of Positions by Distribution Type (Non-N&A Jobs)
(in millions)
Full Packages E-Delivery
98.6
69.6 70.7
53.6
42.0
38.1
13.0% 13.9% 13.9% 13.6% 13.9% 12.1%
20.4%
24.5%
28.0%
33.1%
37.3%
39.7%
66.6%
61.6%
58.1%
53.3%
48.8% 48.2%
0%
10%
20%
30%
40%
50%
60%
70%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
% of Positions by Distribution Type (N&A Jobs)
Full Packages E-Delivery Mailed Notices
78.3%
74.6%
70.2%
66.2%
62.4% 60.1%
21.7%
25.4%
29.8%
33.8%
37.6% 39.9%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
% of Positions by Distribution Type (Non-N&A Jobs)
Full Packages E-Delivery
7. | Copyright 20127
Retail Proxy Voting by Delivery Method & Distribution Type
Notice and Access Jobs vs. Non-N&A Jobs – Based on Positions
68.35%
78.70%
84.91%
31.8% 29.9%
31.01%
28.0%
70.66%
67.17%
18.12%
2.8
5.4 5.9 6.1 6.8 6.51.3
2.5
2.9
3.3
3.6 3.9
1.4
1.9
2.2
2.3
2.2 2.5
0
2
4
6
8
10
12
14
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of Positions Voted by Distribution Type (N&A Jobs)
(In millions)
Full Packages E-Delivery Mailed Notices
5.5
9.8
11.0
11.7
12.6
12.9
50.9% 51.2% 52.7%
50.7% 50.0% 50.7%
15.5%
13.1%
12.8% 11.4%
9.8% 9.4%
5.0%
4.0% 4.6% 4.8% 4.7% 4.9%
13.1% 12.8%
13.6% 13.1% 12.8% 12.2%
0%
10%
20%
30%
40%
50%
60%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
Position Voting % by Distribution Type (N&A Jobs)
Full Packages E-Delivery Mailed Notices Total
15.8
10.1 9.5
6.7
5.1 4.1
3.5
2.5 2.8
2.2
1.8
1.6
0
5
10
15
20
25
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of Positions Voted by Distribution Type (Non-N&A Jobs)
(In millions)
Full Packages E-Delivery
19.3
12.6 12.3
8.9
6.9
5.7
20.5%
19.4% 19.2% 19.0% 19.4% 18.10%
16.2%
14.0% 13.3%
12.2%
11.1%
10.4%
19.5%
18.0% 17.4% 16.7% 16.3%
15.0%
0%
5%
10%
15%
20%
25%
30%
35%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
Position Voting % by Distribution Type (Non-N&A Jobs)
Full Packages E-Delivery Total
8. | Copyright 20128
Retail Proxy Voting by Delivery Method & Distribution Type
Notice and Access Jobs vs. Non-N&A Jobs – Based on Shares
68.35%
78.70%
84.91%
31.8% 29.9%
31.01%
28.0%
70.66%
67.17%
18.12%
6.4
12.5 12.3 12.6 13.5 13.62.1
4.8 4.3
6.6 6.0 5.6
3.4
6.3 7.0
7.9 8.6 9.2
0
5
10
15
20
25
30
FY'08 FY'09 FY'10 FY'11 FY'12 FY ' 13
# of Shares Voted by Distribution Type (N&A Jobs)
(In billions)
Full Packages E-Delivery Mailed Notices
11.9
23.6 23.6
27.1
28.1 28.4
55.5%
51.2% 52.1%
42.1%
46.6% 45.21%
26.9%
22.8%
21.5% 20.7% 19.5%
18.06%14.5% 15.3%
18.1% 18.2%
19.9%
21.36%
27.8% 27.3%
28.7%
25.8% 27.3% 27.28%
0%
10%
20%
30%
40%
50%
60%
FY'08 FY'09 FY'10 FY'11 FY'12 FY ' 13
Share Voting % by Distribution Type (N&A Jobs)
Full Packages E-Delivery Mailed Notices Total
42.3
30.1 29.1
25.6
22.3
17.6
10.4
7.5 10.1
7.0
7.3
6.8
0
10
20
30
40
50
60
FY'08 FY'09 FY'10 FY'11 FY'12 FY'13
# of Shares Voted by Distribution Type (Non-N&A Jobs)
(In billions)
Full Packages E-Delivery
52.7
37.6
39.2
32.6
29.6
24.7
33.5%
32.0%
27.3%
36.4%
33.4%
37.02%
30.8%
24.4%
22.9% 23.1% 24.0%
26.0%
33.0%
30.1%
26.0%
32.4%
30.5%
33.2%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
FY'08 FY'09 FY'10 FY'11 FY'12 FY'13
Share Voting % by Distribution Type (Non-N&A Jobs)
Full Packages E-Delivery Total
9. | Copyright 20129
N&A Full Package Metrics by Type of Full Set Distribution
Distribution and Voting Based on Retail Positions and Shares
68.35%
78.70%
84.91%
31.8% 29.9%
31.01%
28.0%
70.66%
67.17%
18.12%
3.17
7.10 8.02 8.61
9.64 9.56
2.00
3.16
3.00
3.29
3.75
2.96
0.28
0.34
0.24
0.19
0.16
0.20
-
2.00
4.00
6.00
8.00
10.00
12.00
14.00
16.00
18.00
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of FP Positions Distributed By Type
(in millions)
FP by Prior Consent FP by Stratification FP by Fulfillment
5.5
10.6 11.3
12.1
13.6 12.7
5.06
11.01 11.24 11.85 12.98 13.52
6.01
12.56 12.08
17.44 15.45 15.42
0.38
0.90 0.36
0.55 0.67 0.56
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
# of FP Shares Distributed By Type
(in billions)
FP by Prior Consent FP by Stratification FP by Fulfillment
68.5%
64.2% 63.5%
60.7% 60.4% 59.4%
75.0%
70.6% 74.1%
73.7%
75.0% 70.0%
19.5%
19.9%
22.0% 20.1% 19.7% 21.2%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
% of Full Package Positions Voted By Type
FP by Prior Consent FP by Fulfillment FP by Stratification
79.2%
73.9% 73.0%
68.4% 68.2% 66.7%
80.0% 82.5%
78.0%
85.5% 85.3%
89.3%
33.9%
29.1% 31.8%
22.9%
26.7% 26.4%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
100.0%
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
% of Full Package Shares Voted By Type
FP by Prior Consent FP by Fulfillment FP by Stratification
10. | Copyright 201210
Prior Consent Preferences for Full Sets of Proxy Material
2.5
3.5
4.2
4.7
4.9
5.1
-
1.0
2.0
3.0
4.0
5.0
6.0
FY'08 FY'09 FY'10 FY'11 FY'12 FY '13
Retail Investor Preference for Full Package of Proxy Materials
(in millions)