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Annoying Phone Calls? Blame The SEC
Ashlea Ebeling 05.07.08, 6:00 AM ET



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As if the calls from charities, pollsters and commercial telemarketers weren't enough to spoil your dinner, it's proxy season. Thanks to the Securities and Exchange Commission, your phone is ringing off the hook. And it could get worse.

The calls go like this: On behalf of, say, Boeing (nyse: BA - news - people ) or Fidelity, would you kindly cast your vote before the annual meeting? They are bugging you to vote--by mail, online or in some cases even while they have you on the line.

It's your right as a shareholder to vote. But it's also your right to say you don't want phone calls; you just have to sign up at your brokerage or with your mutual fund company as an objecting beneficial owner or "OBO."

Why suddenly so many proxy phone calls?

Usually the big institutional shareholders and brokerage firms vote huge blocks of shares and what the retail investor--that's you--has to say doesn't matter. But in some cases, on non-routine matters such as mergers or shareholder proposals, your brokerage can't vote for you, and your vote does matter.

Here's how the SEC has made it worse: It decided last year that instead of sending out fat paper proxy packages, companies could mail out postcards alerting shareholders that they could either vote on the Internet or ask for an old-fashioned paper proxy.

It seemed like a good idea. Save a few trees. Save companies some money. The problem is, according to David Drake, president of Georgeson, a proxy solicitation firm, under this new system, only 10% of retail investors are completing a proxy online. Another 3% are asking for all the paperwork in the mail.

By contrast, 35% voted under the old system, when the packet automatically came in the mail.

So the phone calls began. "For companies where 30% or 40% of the stock is in the hand of retail investors who wouldn't vote if not contacted, you can move the needle by calling," explains Drake. Georgeson uses lists of "NOBOs" or "non-objecting beneficial owners" to make calls.

INTERESTING ARTICLE RE NEW ANNUAL SHAREHOLDER MEETING PROPOSAL

David Kaufman, a securities lawyer with Duane Morris in Chicago, says he has one corporate client with such a large percentage of retail shareholders that it doesn't wait to see how many will vote unprompted; it hires solicitors to begin nagging from day one.

Next year, under a proposal now before the Securities and Exchange Commission, the phone assault could get worse. Under that proposal, even the election of directors might be considered non-routine, meaning even more companies would need individual shareholders to vote.

Also driving the automatic dialers is an increase in shareholder activism. One hot topic this year is whether or not companies should institute advisory voting on executive pay. The folks promoting "say on pay" may be calling you to ask for support of their proposal, while the company may be calling you to ask you to vote against it.

"We're seeing a lot more campaigns by companies trying to get shareholders to support them on key initiatives,'' notes Drake.

Are you a holder of Fidelity mutual funds? Watch out. Hundreds of Fidelity funds need to drum up more votes this year because they all have new trustees on the slate as part of a corporate decision to split its board of trustees into two boards. (Because of the reorganization--a non-routine matter--Fidelity had to work harder to get out the vote.)

"We think it's important for fund shareholders to vote their proxies," says Fidelity spokesman Adam Banker. "But if a shareholder prefers not to be called, they can ask us not to." If you own more than one fund, ask that the change be made for your entire account.

If you're a brokerage client and don't want to be bothered, call your broker and ask her to sign you up as an OBO for all your holdings. That means your name shouldn't get into the hands of the proxy solicitors. (You can also do this when you open your account.) "If you sign up as an OBO, you shouldn't be pestered regularly," says David Cifrino, a securities lawyer at McDermott Will & Emery in Boston.

As an OBO, you'll get proxies, and so you'll still have a chance to vote. Some matters, like whether Altria (nyse: MO - news - people ) should keep PricewaterhouseCoopers as its accountant, probably won't interest you or affect your economic well-being. But should Altria stop youth-oriented ad campaigns or adopt cumulative voting for directors? Those are issues you might care about.

"You should be a good corporate citizen and vote your shares," says Kaufman. Or disconnect your phone.

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