Chapter Eight: Annual Meeting of Shareholders

Schedule insider trading “blackout” periods for upcoming year

(Generally begins two to four weeks prior to quarter-end, and ends after the second full business day following company’s earnings release for that quarter, although timing will depend on company policy)

Schedule reminders to be sent to officers and directors on the first day of every month to remind them to give prior notice to and obtain preclearance from company with respect to securities transactions to be made during that month at least two business days prior to a transaction

(Form 4s must be filed with SEC within two business days after the transaction requiring reporting on Form 4 is executed)

Determine whether company will elect to use “notice-only” or “full-set delivery” proxy solicitation model, or a combination of both, and revise schedule accordingly

(Companies using the notice-only option, including in combination with full-set delivery, must post proxy materials on website and send Notice of Internet Availability at least 40 calendar days before the date of the annual meeting, and some intermediaries have indicated that they require companies to furnish information required for Notice of Internet Availability as much as 47 calendar days before the date of the annual meeting)

Determine printing and mailing logistics for the Notice of Internet Availability

(Notice must be sent in paper to each shareholder and beneficial owner unless affirmative consent to electronic delivery has previously been given)

In connection with iXBRL reporting requirements:

• If self-tagging data in iXBRL, begin selecting or extending taxonomy, then map each line item to the correct iXBRL element
• If not self-tagging, contact third party service provider to determine date on which financial statements must be submitted for tagging

January 8 – 15 
(assuming company will file its definitive annual proxy materials between

March 29 and April 5)

Final date company may file with SEC no-action requests regarding shareholder proposals for annual proxy statement

(Rule 14a-8 under the 1934 Act requires filing no-action requests no later than 80 calendar days prior to filing of definitive proxy materials with SEC)

Schedule quarterly notifications to be provided to insiders regarding the opening of the insider trading windows

(Generally notify insiders two or three weeks before quarterly earnings release, although timing will depend on company policy)

January 15 (assuming prior year’s annual meeting was held on May 15 and advance notice provision of company’s bylaws provides that shareholder nominations and other proposals must be made no earlier than 120 days prior to the anniversary of the prior year’s annual meeting date.

Note: company’s bylaws may provide for different period)

Form 5s due at SEC regarding securities transactions made in prior reporting year relating to securities transactions not disclosed in Form 4 filings for prior reporting year

(Required to be filed with SEC on or before the 45th day following the end of the reporting year)

Deadline for eligible shareholders to file reports or amendments on Schedule 13G

(Required to be filed with SEC on or before the 45th day following the end of the calendar quarter in which any material change occurred)

Communicate with transfer agent, proxy solicitor (if engaged) and printer regarding:

• Proxy solicitation timetable
• Record date
• Annual meeting date
• Annual proxy statement and related materials
• Name and address of financial printer
• Request for shareholder lists as of the record date
• Instructions as to ordering and printing of mailing and return envelopes and proxy cards
• Confirmation of availability of post office box for return of proxies, if applicable
• Electronic voting and dedicated website for e-proxy

Communicate with banks, brokerage processing servicer and the Depository Trust Company (DTC), informing them of record date and the annual meeting date

(SEC regulations require that these communications be done at least 20 business days prior to the record date)

February 14 (assuming prior year’s annual meeting was held on May 15 and advance notice provision of company’s bylaws provides that shareholder nominations and other proposals must be made no later than 90 days prior to the anniversary of the prior year’s annual meeting date.

Note: company’s bylaws may pro-vide for different period)

Final date for receipt of shareholder’s director nominations or other shareholder proposals that may be brought before annual meeting if not otherwise included in company’s proxy statement pursuant to Rule 14a-8 under the 1934Act

(The deadline for the dissident shareholder in an election contest to send notice of its director nominees is 60 calendar days before the anniversary of the prior year’s annual meeting pursuant to Rule 14a-19 under the 1934 Act.

The company’s advance notice bylaw provision may impose an earlier deadline than Rule 14a-19, which earlier deadline is controlling.)

Nominating & Governance Committee Meeting to:

• Review and recommend slate of director nominees
• Review Board and Committee compensation for recommendation to Board

Compensation Committee Meeting to:

• Approve prior year executive bonuses, as needed
• Review draft of CD&A for proxy statement

Audit Committee Meeting to:

• Review Q4 and year-end financial results, including Q4 earnings release
• Review Disclosure Practices Committee report relating to Q4 and year-end financial results
• Review final audited financial statements with company and auditors, recommend audited financial statements for inclusion in Form 10-K, and review other applicable parts of Form 10-K, including MD&A
• Review auditors’ and management’s reports and discuss issues relating to disclosure and internal control over financial reporting
• Review auditors’ report on all critical accounting policies and practices; alternative GAAP-compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter

February 23 –

March 1

File Form 10-K with SEC

(SEC regulations require that large accelerated filers file Form 10-K with SEC via EDGAR within60 days of end of reporting year; accelerated filers are required to file Form 10-K within 75 days after end of reporting year; all other registrants are required to file Form 10-K within 90 days after end of reporting year. See Chapter 4.)

February 27 –

March 6

Company must provide shareholders whose Rule 14a-8 shareholder proposals will be accompanied by a Board Opposition Statement in annual proxy statement with a copy of the Board Opposition Statement

(Generally must be sent to applicable shareholders 30 calendar days prior to distribution of definitive annual proxy materials)

February 27 –

March 3

Prepare meeting admission guidelines and assign annual meeting responsibilities for:

• Hosts (to direct seating, distribute and collect ballots)
• Welcoming committee (officers assigned to greet shareholders and guests)
• Arbiters (legal counsel or corporate secretary’s staff who will handle difficult questions or complicated situations with regard to admission to the meeting)
• Coordinating physical layout, security, audio/visual arrangements and webcast of the meeting, if applicable

Compensation Committee Meeting to:

• Approve Compensation Committee Report and CD&A for inclusion in the annual proxy statement

Nominating & Governance Committee Meeting to:

• Recommend Committee assignments

Audit Committee Meeting to:

• Review auditors’ relationship with company, including the lead partner’s performance
• Review auditors’ annual report on its internal quality control procedures, including any issues raised through its internal review, and the assessment of auditors’ independence
• Appoint independent auditors (including review and applicable preapproval and approval of services and fees and such policies)
• Review and approve Audit Committee Report for proxy statement
• Recommend financial expert(s)
• Review audit fees to be listed in the proxy statement

Board Meeting to, among other things, and as necessary:

• Approve proxy materials and annual report to shareholders in substantially the form presented to Board
• Approve independence determinations of directors
• Appoint Committee members
• Appoint financial expert(s)
• Review Audit Committee and Compensation Committee Reports for proxy statement

Send annual report to shareholders (or Form 10-K wrap) to printer

(This may be done earlier depending on formatting/ substance of annual report to shareholders)

RECORD DATE

(Depending on company bylaws and state law, generally set between 10 days and 60 days prior to the annual meeting date)

March 29 –

April 5

File definitive proxy materials with, and send copies of annual report to shareholders to, SEC

(Copies of the definitive proxy statement, proxy card, Notice of Internet Availability and any other solicitation materials must be filed with SEC via EDGAR no later than the date such materials are first sent to shareholders. If company elects to use the notice-only model, the proxy materials must be filed at least 40 calendar days before the date of the annual meeting.)

Send Notice of Internet Availability to shareholders concurrently with or after posting the proxy materials on company website

(If company elects to use the notice-only model, the notice must be sent at least 40 calendar days before the date of the annual meeting)

(Notice must be sent in paper form unless shareholders have given affirmative consent to electronic delivery)

(References to a “company website” include a third-party website that complies with SEC rules; note that SEC rules prohibit use of the SEC EDGAR website to satisfy website posting requirements)

If company elects to use the full-set delivery model, mail annual proxy statement and related materials, including proxy card, to all shareholders; each annual proxy statement must be accompanied or preceded by an annual report to shareholders, which needs to include audited financial statements

(Depending on state law and company bylaws generally, written notice of the annual meeting must be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote at such meeting. Mailing must occur at least 20 to 30 days before annual meeting to timely receive brokers’ votes)

If company elects to use the notice-only model for any portion of distribution, send copies of proxy materials to record holders and beneficial owners upon request

(Until the date of the annual meeting, copies requested must be sent within three business days of the shareholder request via first-class mail or equivalent)

Complete annual meeting arrangements for preparation of:

• Ballots
• Programs
• Agenda
• Meeting script
• Q&A book
• Inspectors’ reports

Review annual meeting script, speeches, audio/visual requirements, microphone requirements, catering arrangements, displays, parking requirements, security, procedure for checking in shareholders, coordination with news media and analysts and mechanics for webcast of the meeting, if applicable

If annual meeting will be held virtually, coordinate with any shareholder proponents or other outside speakers to provide dial-in numbers for the virtual meeting platform

Have shareholder list open for examination

(The officer (usually the corporate secretary) in charge of the stock ledger must prepare and make available, at least 10 days before every annual meeting, a complete list of the shareholders entitled to vote at such meeting. Such list must be open to examination by any shareholder for a period of 10 days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. It must also be produced and kept at the time and place of the meeting during the whole time thereof, including on the virtual meeting website if the meeting is held virtually. The specifics and availability will depend on company bylaws and state law requirements.)

Audit Committee Meeting to:

• Review Q1 financial results, including the earnings release
• Review Form 10-Q
• Review Disclosure Practices Committee report relating to Q1
• Review auditors’ report on all critical accounting policies and practices; alternative GAAP-compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter

Release Q1 numbers in earnings release; conference call regarding Q1 financial results

(Make applicable financial information available on website and applicable report filing with SEC)

ANNUAL MEETING OF SHAREHOLDERS

(Notify applicable exchange of any changes in directors or executive officers as required)

Deadline for eligible shareholders to file reports or amendments on Schedule 13G

(Required to be filed with SEC on or before the 45th day following the end of the calendar quarter in which any material change occurred)

Obtain final shareholder voting numbers in order to disclose results of annual meeting of shareholders on Item 5.07 of Form 8-K

(Information required to be filed within four business days after the end of the annual meeting; if annual meeting includes a say-on-frequency vote, company must file an amendment to the previously filed Form 8-K disclosing, in light of the say-on-frequency vote, company’s decision on how frequently it will hold say-on-pay votes no later than 150 calendar days after the date of the annual meeting, but in no event later than 60 calendar days prior to the deadline for the submission of a Rule 14a-8 shareholder proposal for the subsequent annual meeting)

If applicable, send to exchange any required certifications or affirmations consistent with applicable exchange rules

(NYSE rules require the submission of a CEO Written Affirmation within 30 days of annual meeting)

Board and Committee Meetings

• Annual review of committee charters and governance policies, including bylaws, governance guidelines, whistleblower policies, code of ethics and business conduct, and insider trading policies
• Annual Board and Committee self evaluations

Audit Committee Meeting to:

• Review Q2 financial results, including the earnings release
• Review Form 10-Q
• Review Disclosure Practices Committee report relating to Q2
• Review auditors’ report on all critical accounting policies and practices; alternative GAAP-compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter

Release Q2 numbers in earnings release; conference call regarding Q2 financial results

(Make applicable financial information available on website and applicable report filing with SEC)

Audit Committee Meeting/Conference Call to:

• Review Q3 financial results, including the earnings release
• Review Form 10-Q
• Review Disclosure Practices Committee report relating to Q3
• Review CEO/CFO reporting and disclosure philosophy and internal communications and reporting design to set “tone at the top” for preparation of Form 10-K and financial statements
• Review auditors’ report on all critical accounting policies and practices; alternative GAAP-compliant accounting treatments available for material items, including impact of different treatments; and any material written communications between auditors and management, including the management letter

Release Q3 numbers in earnings release; conference call regarding Q3 financial results

(Make applicable financial information available on website and applicable report filing with SEC)

Deadline for eligible shareholders to file reports or amendments on Schedule 13G

(Required to be filed with SEC on or before the 45th day following the end of the calendar quarter in which any material change occurred)