| Introduction |
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| I. Annual Meeting Planning — The Calendar |
3 |
A. Action Items: 9 to 4 Months Prior to the Meeting |
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B. 10-K, Shareholder Proposals, No-Action Letters |
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C. Proxies, Ground Rules, Inspectors of Elections |
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D. D & O Questionnaire, Proxy Draft |
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E. Banks, Brokers, Proxy Agents |
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| II. Annual Report to Shareholders |
13 |
A. Statutory Requirements, Public Relations, 10-K |
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B. Prelim Proxy Materials, Mailing Method, Householding, Electronic Delivery |
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| III. The Proxy Card |
18 |
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| IV. Getting the Vote |
21 |
A. Quorum, Vote Required |
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B. Planning and Preparation for "Getting the Vote" |
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C. Proxy Solicitation |
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| V. Proxy Distribution and Voting Process. |
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A. Notification |
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B. Shareowners Vote |
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C. Vote Returns and Processing |
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D. Tabulator Processes the Votes |
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| VI. The Annual Meeting |
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A. Transportation to Site, Refreshments, Seating, Room Conditions |
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B. Counting the Vote, Electronic Proxies and Telephonic Instruction to Proxies |
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C. Confidential Voting |
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D. Vote Collection, Voting at the Meeting, Tabulation, Announcing the Vote, Reporting the Vote |
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E. Admission Procedures, Special Security Measures |
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F. The Script, Q & A |
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G. Programs and Agendas |
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H. Logistics: Seating at the Dais, the Press, Ushers, Photographers, Transcription, Interpreters |
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I. Reaching the Audience through Electronic Media |
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J. Audio-Visual Support |
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K. Medical Procedures |
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L. Dealing with the Unexpected |
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M. Methodologies for Procedure and Conduct of the Meeting |
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| VII. After the Meeting Is Over |
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A. Preserving a Record |
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B. Post-Meeting Review |
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| Appendix A — Planning Calendar |
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| Appendix B — Planning Checklist (logistical needs for meeting location) |
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| Appendix C1 — Sample Annual Meeting Resolution (1) |
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| Appendix C2 — Sample Annual Meeting Resolution (2) |
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| Appendix C3 — Sample Advance Notice Bylaw Provisions |
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| Appendix C4 — Sample Formal Appointment of Inspectors of Election |
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| Appendix C5 — Sample Oath of Inspectors of Election |
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| Appendix D — Sample Notice of Meeting Sent to Exchange(s) |
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| Appendix E — Sample Bid Letter to Printer |
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| Appendix F — Sample Agenda and Meeting Program |
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| Appendix G — has been incorporated into the main text of this revised edition |
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| Appendix H — Sample Script for Telephone Voting of Proxy |
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| Appendix I — Sample Ballot |
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| Appendix J — Sample Memo on Conduct of the Meeting |
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Exhibit I — Script for Expedited Completion |
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Exhibit II — Script for Brief Adjournment |
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Exhibit III — Script for Emergency Adjournment to (Alternate Location) |
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| Appendix K1 — Sample Script for the Meeting |
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| Appendix K2 — Sample Scripted Agenda |
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| Appendix L1 — Emergency Procedures (Recess and Evacuation) |
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| Appendix L2 — Emergency Procedures (Disruptive Shareholder) |
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| Appendix M — Preliminary Report of the Inspectors of Election |
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| Appendix N — Annual Meeting Minutes |
116 |
| Appendix O — Webcasting Practice Tips |
119 |
