Proxy Solicitation | Street Talk | Dix & Eaton

Remembering Alan Miller

A few weeks ago, we learned that Alan Miller, co-chairman of Innisfree, had died at the much too young at age of 62. For those of you that had a chance to work with Alan - or work against him in a proxy fight - you know full well what a superb practitioner and strategist he was. If ever an individual was synonymous with proxy solicitation, it was Alan. We truly lost an icon with his passing.

We also lost a heck of a good man.

I first met Alan back in 2001, when I was asked by my CEO to retain outside proxy solicitation firm for a controversial and contested merger proposal. I still remember my call with Alan to this day. First of all, he was the only senior leader that took my call (the other firms had an appropriate saleperson call me back). Secondly, he took my call immediately as his admin forwarded me to his cell phone. And, finally, when I said to him, "We're a pretty small company - how can I be sure I won't be lost in your machine?" he replied without hesitation, "Because I will not let myself or my team look bad in front of you, your lawyers or directors. You have my word that I will personally work on your behalf."

I hired him on the spot... and he was a man of his word. And we also got the deal approved despite the aggressive opposition.

My last time I saw Alan was a year or so ago. He was very apologetic for letting so much time go by in between our semi-regular contact (in hindsight, he was clearly in the midst of his medical issues but he never used it as an excuse) and invited me out to lunch, where we had a wonderful meal and kibbitzed for several hours on a wide range of topics, including even a few work related ones. I distinctly remember leaving what turned out to be our last time together thinking, "It's amazing that a guy like Alan Miller still makes time for a schlub like me." Here's a guy that is in the middle of seemingly all the major transactions and proxy fights... a guy whose rolodex is stuffed with key decision makers and VIPs... a guy whose professional life requires speed and doggedness... and yet he can still find a way to kill a couple of hours over lunch discussing kids, world events and hilarious mishaps at coat checks with someone that is neither a key decision maker nor a VIP.

We lost a good one with Alan's passing. Rest in peace, my friend.

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Climate Control During Proxy Season

I know it seems like I’ve got proxy season on the brain lately but I thought this piece from Morrow & Co. was really well done and worth passing along.

After reading it, here’s my question to you: is blindly following the recommendation of a proxy advisory services firm a cop out on the institutional investor’s part? I think I do.

Don’t get me wrong - I understand the role that ISS and Glass Lewis (among others) play in today’s corporate governance… and it’s an important role. We need them on that wall.

I just find it hard to believe that an institution that has invested enough time and resources required to take a position in a company’s equity does not allow itself to take a position in that same company’s proxy. What am I missing?

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Proxy season is closer than you think

I had an interesting conversation with the head of one of the premier proxy solicitation firms in the country last week who said that, to this point, the anticipated wave of companies actively preparing for the new rules of engagement in this year’s proxy season has yet to hit shore.

Talk? Yes. Action? Nope. 

Am I surprised? Is Too Tall Jones really too tall?!!?

Boys and girls, proxy season is closer than you think. Now is the time to start digging into your shareholder base to see how the votes may fall and with whom you may need to spend a little more time talking through the issues on the ballot. Now is the time to start expanding your proxy biographies for directors to include specifics on how that individual’s experience will help accelerate the company’s growth plan. Now is the time to start resetting investor expectations as the global economy continues to recalibrate. Now is the time to start taking a close look in the mirror at your governance practices and protocols and gauging how they stack up against your industry, as well as best practices.

I fully realize that I can worry about things a little sooner and/or a little longer than most folks. But, let me ask you this: where’s the harm in being truly prepared?

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