Use Of Additional Soliciting Materials Remains Constant In 2013

Since the advent of a mandatory but advisory say-on-pay vote required by the Dodd-Frank Act, issuers have used additional soliciting materials in connection with the say-on-pay vote.  Often the filings are made in connection with a negative recommendation by ISS or another proxy advisory firm.  For some high profile examples of the use of these materials, see the examples here and here.

Relying on the EDGAR full-text search engine, there were 45 examples of additional soliciting materials using EDGAR code DEFA14A that mentioned ISS between January 1, 2012 and April 5, 2012.  For the same period this year, there were 49 such filings.

It is important to note:

  • The search picks up issues, such as governance issues, in addition to say-on-pay.
  • Not all of the filings relate to negative ISS recommendations.  For instance some are investor presentations that happen to mention ISS.
  • The search picks up filings related to mergers where ISS has made either a positive or negative recommendation.

Check dodd-frank.com frequently for updated information on the JOBS Act, the Dodd-Frank Act and other important securities law matters.