Amid growing shareholder activism, the proxy statement has emerged as a vehicle for delivering the clear corporate message that investors increasingly demand. Gargiulo + Partners works with public companies to create proxy statements that speak directly to the investment community as they satisfy compliance obligations.
We encourage our corporate clients to shift their approach from ‘proxy as SEC reporting record’ to ‘proxy as communications tool’ by organizing the required disclosures in a way that is more useful to readers. This is the first step toward developing more of a shareholder focus. We next consider how to craft a proxy to optimize its impact.
Beyond meeting SEC disclosure requirements, the document's primary purpose is to inform shareholders about matters to be voted on in the annual meeting, and supply the information they need to cast informed votes. We advise our clients to control the message and focus readers on main points by summarizing key information, both in an Executive Summary and within major sections such as the Compensation Discussion and Analysis.
Visual elements like color, tables and graphics can call attention to key themes, but charts and graphs must be easy to understand, which means that the primary design principle should be clarity. Finally, we ensure the document adheres to the classic hallmarks of good writing: short sentences, uncomplicated grammar, and recognizable terminology.
This approach leads to a clear, useful proxy statement that people will actually read and understand, satisfying the SEC and engendering goodwill among the investment community.