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CES shoots for perfection. [ DARTS - Photo Courtesy of Mark Bolton - Dreamstime ] Ac·cu·rate
True, correct, or exact; free from error or defect; precise.

Since 1986, Corporate Election Services® has provided tabulation services to public companies, mutual funds, associations, retirement systems and cooperatives.  Our philosophy is simple:  we find out what a client wants, then we adapt our procedures to meet those needs.  Let us know how we can help you.

Corporate Election Services provides accurate, timely and reliable tabulation results.  Every single time.  You can count on it.

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SERVICES

Corporate Election Services® is a full service, independent tabulation agent.

We like to keep it simple.

Below is a list of some of our most requested services.  If you don't see what you're looking for, just ask us.

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DESIGN SERVICES

When it comes to designing proxy cards, voting instruction cards, or Notices, we do not dictate the format or content.  We provide you with a template and ultimately design your card or Notice to your specifications.  We want you to be pleased with the presentation.  We want your documents to reflect your image, your identity, your standards and your style.

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PRINTING SERVICES

Working closely with third-party vendors, we manage the printing of proxy cards, voting instruction cards and Notices.  Each of these forms is personalized with the voter's information, e.g., name, address and a unique voting identifier (typically referred to as a "control number").

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MAILING SERVICES

If you engage Corporate Election Services as your mailing agent, we will review your voting requirements, then suggest various mailing options.  For corporate clients, we can evaluate your shareholder population and discuss the potential impact of various scenarios using the Notice & Access model.

Our standard outgoing envelopes are designed to reflect your identity, not ours.  We can also customize mailing and business-reply envelopes to meet your specifications.

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WEB HOSTING SERVICES

We can host your documents on a cookie-free website with 24/7 access.  If you want to customize the site, we can obtain a unique domain name (www.YourUniqueSite.com) for the presentation of your documents.  We can also convert your PDF-formatted document to a graphical page-based HTML document.

If you would like to see a demonstration of our primary web hosting site, click here.

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MATERIAL FULFILLMENT SERVICES

In compliance with industry standards and regulatory guidelines, we will set up and monitor a toll-free telephone number, website and e‑mail address to accept requests for paper or electronic copies of the voting material.  We will capture requests for permanent election for future meetings, and we will provide a file of these requests to your recordkeeper.  We maintain strict controls to ensure that materials are sent immediately.

If you would like to see a demonstration of our primary fulfillment site, www.SendMaterial.com, contact us for a demonstration control number.

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ELECTRONIC VOTING SERVICES

Our telephone and Internet voting systems were designed and developed here at Corporate Election Services.  We control both systems, and our goal is to customize your electronic voting identity to meet your specifications.  We normally set up and can apply modifications to these systems in less than one business day.

If you would like to see a demonstration of our online voting site, www.CESVote.com, contact us for a demonstration control number.

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TABULATION SERVICES

Gathering Votes  Our mail is picked up directly from the USPS General Mail Facility by a private courier service daily at 6:15 am.  All electronic voting instructions are gathered hourly.  We also have the ability to customize a schedule to meet your needs.

Reviewing Voting Instructions  We manually inspect all voting instruction cards to ensure compliance with industry standards and regulatory guidelines.  We compile, collate and forward correspondence received during the solicitation.  With your permission, we will "cure" invalid cards--cards that are not signed properly or contain ambiguous voting instructions--by returning the card with a short note explaining the defect and asking that the voting instructions be resubmitted.

Recording Voting Instructions  After all voting instructions are recorded, a one-for-one audit is performed for completeness and accuracy, rechecking both validity and proper recording of voting instructions.

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REPORTING SERVICES

When daily processing is completed, we generate an assortment of reports to reflect voting results at the summary and detail level (subject to your confidentiality guidelines).  These reports are available for review via our online reporting system with 24/7 access.  If our standard reports do not reflect the voting information you need, we will prepare and distribute ad hoc or customized reports following your schedule.

After the voting has ended, we can easily generate and transmit a date-of-last-transaction file of the accounts that voted to the recordkeeper for escheat purposes.

If you would like to see a demonstration of our online reporting site, www.TabReport.com, contact us for demonstration login information.

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CERTIFICATION SERVICES

If you engage CES as your independent Inspector of Election, we can prepare Meeting Day documentation, including the Inspector's Oath, Inspector's Certification Report and Master Ballot, or we can use documentation you prepare.  We will attend the meeting, provide on-site tabulation and certify the voting results as quickly as possible.

If you prefer to provide your own Inspector of Election, we can still provide and certify all of the reports needed by the Inspector.

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Testimonials

Corporate Election Services® takes pride in the service we provide to our clients.  But we are always humbled by the praise and words of gratitude we receive.  In a business environment where everyone claims to be the best, we prefer to sit back and let our clients speak for us.  If you would like to speak directly with our clients to obtain a live testimonial to our commitment, just contact us.

Below are actual comments from clients across several industries.  No matter what industry, type or size, our clients know they can count on us.

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FINANCIAL SECTOR

"Great coordination and communication.  You provided excellent service and I am looking forward to another smooth election next year." (JA)

"I owe you something special.  Thanks for the top notch service, the extra effort and the quick response." (TC)

"You have a terrific team and I look forward to working with you again soon." (IF)

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CORPORATE COUNSEL

"We really appreciate your help--very effective and professional all around.  I look forward to the opportunity to work together again." (SL)

"I want you to know how much I appreciate what you have done, how professional you are, and most of all, honest and fair." (BS)

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RETAIL SERVICES

"Every year I get nervous about this event, and every year it goes more smoothly, thanks to all of you." (SW)

"Thank you all very much for helping to make the Shareholders Meeting a success.  Your willingness to help out and just be available for whatever is needed makes planning this event very easy." (JA)

"Thanks a lot for doing a great job delivering proxies and voting cards to our 135,000 participants.  You were a great partner (and leave Broadridge in your dust, in my humble opinion!!).  Thanks again." (PS)

"Every now and then I work with someone who, instantly, I know will get their work done with a minimum of friction and lots of prefessionalism.  I had that sense with you and your colleagues and was not disappointed." (RS)

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TRANSFER AGENT

"You are amazing!!  You make us look so great.  Thank you." (BC)

"It has been an extreme pleasure working with all of you!  You guys are GREAT at what you do and so willing to meet the customer's expectations." (CK)

"You have been one of the greatest group of individuals I have worked with in all my years of dealing with clients, vendors and holders.  I NEVER would have made it through proxy season without you." (BC)

"I wanted to thank you for the fantastic service you have given our clients over the past year. It has always been a pleasure working with each of you, and I really appreciate the professionalism demonstrated at all times.  I would not hesitate to recommend you as an option to anyone looking for an outside tabulator." (JF)

"You have a very impressive organization and I still cannot get over the excellent quality controls you have in place." (JG)

"We've gotten some wonderful feedback from clients about our services, and of course we know that it is largely CES' large role in execution that has kept our clients so happy!" (MG)

"CES services have been excellent.  I'm going to miss this relationship." (SH)

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UTILITY

"Thank you for all your help.  You definitely made my job easier.  I will definitely keep you in mind for any future tabulation services." (BF)

"Thank you to all the CES people who made sure things ran smoothly for us.  It's so nice to work with a group of people who do such an excellent job and who are always helpful and friendly." (CAK)

"Thanks so much for the great job you guys did with our proxy vote.  It couldn't have gone any smoother!" (CSK)

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SHAREHOLDER COMMENTS ABOUT CESVOTE

"Thank you for providing an easy process with simple instructions." (LR)

"Great process, user friendly, many thanks!" (CK)

"Quite user friendly--I really like it. You are commended for the ease of access." (CM)

"This was the simplest online voting I have ever done." (DP)

"This website is clear and easy to use." (LM)

"Your directions to vote this way were much easier and clearer to follow than some others were. Thank you." (NAW)

"First time user of this particular proxy voting site--I LIKE IT! (Well designed, easily understood and used, etc.)" (LT)

"Finally, a simple Internet voting site." (BW)

"Very usable Internet voting site. I had no feeling of jumping through hoops to cast my vote." (WA)

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OTHER MISCELLANEOUS

"You are a welcome relief from most service companies I have worked with.  I will make sure our auditors, legal counsel and Board of Directors are aware of your professionalism." (DG)

"Thanks for handling.  I appreciate your tenacity." (SN)

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ABOUT CES

Corporate Election Services® is an independent proxy and vote tabulation company.  We are committed to providing accurate and timely voting information for annual meetings, special meetings and consent solicitations.  We also serve as Inspector of Election for routine and contested meetings.

Take a look behind the mission.  Let us tell you the who and the why.

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THAT THING WE DO

It's not difficult to explain what we do:  we count votes.  The challenge is to keep that explanation moving by answering the question "why" we do what we do.  The easiest answer is, "Someone has to count them."  But it is a bit more complicated, and even slightly more interesting, than that.

Click through the topics on the left to find out more about Corporate Election Services.  By the time you're finished, we hope you will consider calling us the next time you need your votes tabulated.  Let that "someone who counts them" be Corporate Election Services!

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HOW IT ALL STARTED

"Out of adversity comes opportunity."  (Attributed to Ben Franklin.)  Here's a case study.

In the mid-1980s, Lang Johnston was an EDP audit manager at National Intergroup (NII) in Pittsburgh.  In early 1985, Leucadia National Corporation launched a proxy battle after NII announced plans to merge with Bergen Brunswig Corp.  Management and their advisors were anxious to have access to up-to-the-minute voting results with ad hoc reporting.  Their transfer/tabulation agent could not provide such customized service, so management called upon Lang to tabulate their votes internally.  With a BA in Accounting, some programming experience and over 7 years in EDP audit, Lang learned what he needed to know about proxies and tackled the job.  National Intergroup won the proxy battle, only to have Leucadia National wage another proxy fight three months later for control of four director seats.  Lang was called back into action.  Buttressed by the experience and success of the first battle, NII management and their advisors discovered how quickly they could change directions strategically when they did not have to wait for day-old results.  National Intergroup once again prevailed.

As the day-to-day routine normalized after the chaos (or adversity) of the preceding months, one senior executive with particularly keen foresight saw an opportunity:  he suggested to Lang that he consider launching an intrapreneurial venture tabulating for proxy fights.  They moved him to the offices of a National Intergroup subsidiary, Genix Corporation; they gave him an office, a desk, a chair, a phone and a desktop computer with a 20MB hard drive.

Lang believed that the venture could not survive with income from only proxy fights, so he began looking for routine proxy tabulation work.  He imagined that, even for an uncontested annual meeting, companies might want more than the "vanilla" services they were used to receiving.  In 1986, PPG Industries in Pittsburgh agreed to use Genix Proxy Tabulation Services for its annual meeting tabulation.  [ Note:  PPG is still a client as of 2013, and to date, CES has tabulated for over 27 PPG Industries shareholder meetings. ]

In 1987, Chuck Roberts was transitioning from the world of computer-based training and education into a job which took advantage of his Asian language background.  With a BA in Japanese and Chinese language, an MA in Japanese language pedagogy, and an almost-completed MBA, he was hired by Genix Corporation to assist with fledgling negotiations in China.  Given his dual concentration in computer programming, he was also asked to work with "this guy down the hall" who was developing a proxy tabulation business.  In the time between being hired and finishing the MBA, Genix terminated its negotiations in China.  So Chuck started working with Lang on his first day at Genix ...

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WE TAKE THE REINS

As Lang began to contact more companies, Chuck started to work on the design and development of the PC-based tabulation system which eventually became known as APTS (Automated Proxy Tabulation System).  In 1988, APTS was put to the test when Lang and Chuck were asked to install it on-site at Irving Bank in New York.  Irving was involved in a proxy battle with The Bank of New York, and its advisors wanted access to the same just-in-time information experienced at National Intergroup.  Later that year, APTS (accompanied by Lang and Chuck) traveled to New York again to assist in Carl Icahn's proxy battle against Texaco.  The Irving Bank and Texaco jobs provided confirmation that APTS was a robust system able to provide quick and powerful reporting.  They also demonstrated the effectiveness of on-site installation.  Lang decided to market the system as an alternative for companies who already tabulated their own votes.

In late autumn 1988, Lang and Chuck convinced Genix to spin off Tabulation Services into a wholly-owned subsidiary of Genix Corporation.  Corporate Election Services (CES) was formed.  Lang became President; Chuck became Vice President.  They developed a core base of clients who hired CES to tabulate their votes and clients who leased APTS.  They also continued to tabulate for proxy fights.

In early 1989, on the heels of a major downturn in parent company National Intergroup's business, Genix was told to divest its non-core businesses--one of which was CES.  With only two weeks' notice, Lang and Chuck negotiated a deal with Genix to purchase the company, and on March 31, they became equal owners of Corporate Election Services ...

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HIGHLIGHTS ALONG THE WAY

As the company grew, APTS was constantly being revised based on feedback and requests from leasing clients.  One of the major features added was the ability to automatically post beneficial owner votes from IECA (the grandfather to Broadridge).  In 1989, CES tabulated for 10 proxy fights, and leased APTS to ConEd of NY, Dupont and Universal Foods.  In late autumn 1990, CES moved from the western suburbs of Pittsburgh to downtown.  The local transfer agent, Pittsburgh National Bank, engaged CES as their private label tabulation agent.

The new offices were christened in 1991 with the largest proxy fight ever waged until then:  Sears vs. Robert Monks.  New leasing clients included Dominion Resources, Pacific Gas & Electric, Pfizer, Texaco and South Jersey Industries.  During the next few years, Cincinnati Gas & Electric and Houston Industries became leasing clients; Detroit Edison, Boise Cascade, Brooklyn Union Gas and Alcoa contracted for full service tabulation; and Dominion Resources and Universal Foods switched from APTS leasing to full service tabulation.  Texaco hired another vendor, but rehired CES after one season.  CES tabulated for several employee savings plans in proxy fights, which involved tabulating for both sides in the fight.  Several large mutual fund companies contracted with CES for its independence and ability to respond quickly to service requests.  CES also began serving as the Inspector of Election in proxy fights.

CES had a busy year in 1995, tabulating for 7 proxy fights, including Student Loan Marketing Association (Sallie Mae).  In October, CES moved its offices back to the western suburbs of Pittsburgh, with more space and easier access to the airport.  Passing through its tenth year in 1996, CES made a decision to discontinue leasing APTS, finding it easier to focus on tabulation services than on being a de facto software vendor.  In 1997, CES served as Inspector of Election for four proxy fights, the largest being Conrail and a second one at Student Loan Marketing Association (Sallie Mae).  The Conrail meeting was the first time CES agreed to provide immediate and on-site certification.  Through the years, this willingness to provide on-site tabulation and speedy preliminary reports has become a definite competitive advantage.

In the last few years of the decade, CES was engaged by several medium-sized transfer agents to provide private label mailing and tabulation services.  In recent years, as transfer agents have undergone consolidation through mergers and acquisitions, CES has been encouraged by the number of individual companies who chose to stay with CES after becoming a small fish in the larger transfer agent's pond.  As its reputation for efficiency and accuracy spread, CES found itself signing non-corporate voting engagements, such as being the Balloting Agent for the Dow Corning Corporation Chapter 11 Bankruptcy Reorganization vote.  CES also handled elections for several societies, associations, employee retirement systems and cooperatives.

In 2003, a decision made by CES as Inspector of Election in a proxy fight was the basis for a first impression case before the Delaware Chancery Court.  The case involved a challenge to a decision CES made regarding overvotes, and the Court upheld and supported the decision, and subsequently dismissed the case with prejudice.

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MARY ANN OR GINGER

The answer to the question posed by this topic, "Mary Ann or Ginger?", supposedly affords some insight into the respondent's character.  But why not look at the question simply as a metaphor for the difficult choices everyone faces, personally and professionally?  "Coffee from McDonalds, or coffee from Starbucks?"  "A suite at the Ritz, or a room at Red Roof?"  "Do I stick with my current tabulation agent, or do I use CES?"

It would be awesome if everyone wanted to use CES, but the reality is ... some like Ginger, some like Mary Ann.  In fact, we have built our business model around that realization.  We cannot and do not wish to be all things to all people.  When a company boasts that their tabulation is provided for free, we try to back away quietly.  When potential clients are more concerned with the logo on the coffee cup than the taste of the coffee, we encourage them and sometimes even suggest some flashy (but tasteless) choices.

So why do our clients pick us?  That's easy.  We're accurate, dependable, flexible, focused and experienced.  We've heard some reasons why we don't get picked:  we're small, we cost more, we're located in Pittsburgh.  We don't entirely disagree.

We are indeed a small company.  We take pride in our boutique services.  While larger tabulation agents offer vanilla in three different sizes (and five different prices), we have always tried to offer a wide array of choices at reasonable fees.  You don't have to settle for vanilla.

We probably do cost more--at least at first.  When our fees are compared to "free" or "included in the price" estimates, we are most definitely higher.  But when a true apples-to-apples comparison is made, we are often on par, and sometimes less expensive.  Add to that cost the intangible benefits, the hand holding, the peace of mind, and CES is routinely a much better deal.

We are definitely in Pittsburgh.  When CES was started, there was a very strong push for us to move to Delaware or New York.  As fax machines became more ubiquitous, this push subsided.  With the emergence of the Internet and cloud computing, and the shift to the offshore support model, location has become quite irrelevant.  Being in Pittsburgh has been an advantage for CES because of the reasonable cost of living.  Cheaper overhead means lower costs.

So if you're thinking about Ginger ('Company X') or Mary Ann ('CES'), give us a call.  You will be surprised.

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Frequently Asked Questions

It may be true that there is no such thing as a stupid question, but there are certainly "frequently asked questions" sites which border on the absurd.

Rather than trying to make you believe we really are asked these questions--frequently or otherwise--we'll be honest.  These are simply topics that relate to our world, topics that we answer more to satisfy the curious mind.  That's not to say that we aren't open to ideas.  After perusing our site, if there's a question we haven't answered, please don't hesitate to contact us.

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THE MECHANICS OF VOTING

Does my vote really matter?  Even though not every election is a close one (like Florida in 2000), most elections must establish a quorum (a minimum number of respondents or attendants) in order to be held.  Even if your vote may not change the outcome of the election, its absence might prevent the election from being held.  Yes, your vote matters.

Why do I get proxy cards?  A proxy card is like an absentee ballot.  Instead of attending a meeting to cast your vote in person, you can submit your voting instructions to a person (or persons) appointed to serve as your proxy, to vote on your behalf in the manner you indicate.

Why do I get multiple proxy cards for the same election?  If you have more than one account, it is possible you could be receiving one card for every account.  It is also possible that you are receiving "reminder" proxies because you haven't voted yet.  Or it may be that more than one party is soliciting your vote (most often called a "proxy fight").

How do I change my vote?  The voting materials you received should address if and how you may change your vote.  Typically, it is as easy as submitting another vote (electronically or by mail), or voting in person at the meeting.

Can I vote at the meeting?  It depends upon the rules of the election and your form of ownership.  The voting materials should provide an answer to this question.

What happens if I don't vote?  Your ownership interests may not be represented at the meeting.  The voting materials should explain clearly what happens if you do not vote.  In some cases, depending upon the form of ownership, your interests may be voted by default if you do not instruct otherwise.

What do you mean by "form of ownership"?  In the corporate arena, stock ownership can be complicated.  If you register your ownership directly with the company issuing the stock, you are a "registered" holder.  If you have the stock in a brokerage account, or in the custody of a bank as trustee, you are a "beneficial" holder (sometimes called a "street name" holder).  If you have the stock in a 401(k) or similar savings plan, you are a "plan participant" usually under the fiduciary umbrella of a Trustee.  Your voting rights may be based on the class of stock you own.  In the non‑corporate arena, your voting rights may be subject to the class of membership or percentage of ownership.  Understanding the nature of your ownership is critical to understanding the mechanics of voting.

What is a proxy fight?  A proxy fight occurs whenever two or more parties solicit proxies from the voting population.  The parties all want votes cast in their favor, and they also want to have the authority to vote on other matters that may come up at the meeting.  In most cases, the latest dated proxy is the one that counts, so the battling parties send multiple proxies hoping theirs will be the last one the voter submits.  It is the job of the Inspector of Election to examine all proxies submitted by the voters to determine which one is the last (or "standing") vote.

Why can't I vote via Internet or telephone?  Not all elections are set up to allow electronic voting.  In some cases, the regulations governing the election may not allow it.  In other cases, it may just be cost prohibitive.

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THINGS NOT TO DO

Communicate via proxy.  Corporate Election Services always photocopies correspondence from voters, such as comments or changes of address, sending the copies to the most appropriate person to receive them.  Some proxies include a box to indicate that you have made a comment or change of address.  Corporate Election Services also forwards all pertinent communications returned in the business reply envelope, such as death certificates.  We do not forward materials that are not germane to the company or to the issues being voted on, such as religious tracts, business solicitations or trash.  If your correspondence is important, consider sending it directly to the company.

Submit your vote after the meeting.  Once the polls have been closed at a meeting, no additional votes are accepted.  Returning the card after the meeting incurs an expense (for postage) and there is no guarantee that any message you include will be processed.  Corporate Election Services does forward all change of addresses to our clients, even if the card is received after the meeting.  But it is more expedient to communicate directly with the company.

Use the proxy return envelope for something else.  If a business-reply envelope meant for returning a proxy card is used for another purpose, the documents being sent may never reach the destination intended.  Corporate Election Services attempts to forward or return such documents, but it may take several days to do this.  The Postal Service uses scanning equipment to read the bar code on the bottom of the business reply envelope, so even if you put a label over the address part, the envelope may still find its way to the address encoded by the bar code.  If you cross through the bar code, the envelope will likely be discarded as undeliverable.

 

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FOR CORPORATE ISSUERS

Does the Inspector of Election need special credentials?  An Inspector of Election is not typically required to have any special training, license or certification.  At minimum, however, he or she should have a thorough knowledge of the specific voting procedures for the election, the regulations and laws governing the election, and a familiarity with commonly accepted practices.  Since he or she will likely be asked to sign a document certifying the results, it is important to engage a person who is willing to be deposed or to testify to the procedures and basis for any decisions that may be challenged.

Is tabulation difficult?  Tabulation can be easy, especially when there are adequate controls in place to catch errors.  Most of the challenges in the process come from the underlying complexities of layered ownership and inadequate controls in the system.  "Over" voting and "empty" voting have forced companies to accept a new standard of "reasonably accurate" results.  Companies used to be grateful for the basic "directors and auditors" on the proxy; now majority voting and declassified boards have made the simple items more difficult.  The spotlight on corporate governance makes the results of even the most routine election more transparent.  In short, the risks for inaccurate tabulation results are higher than ever before.

What is the difference between a Proxy and a Voting Instruction Form (VIF)?  A Voting Instruction Form (VIF) is a form similar to a proxy card, but it lacks the language appointing the proxies.  A VIF is typically used by trustees, brokers and other proxy agents to determine how the underlying holders (plan participants or beneficial owners) want their votes cast.

Who are Broadridge and Proxytrust?  Broadridge Investor Communication Solutions (formerly known as ADP Investor Communication Services) and Proxytrust (formerly known as ICE Proxy Services) are agents for banks and brokers, authorized by their clients to handle matters related to proxy on their behalf.  In addition to distributing materials to beneficial owners, Broadridge and Proxytrust solicit voting instructions (using VIFs) and submit proxies to tabulation agents.

Why are Broadridge totals higher than my tabulation agent's totals?  Broadridge tabulates voting instructions based on share ownership as reported by their client banks and brokers.  Your tabulation agent tabulates the results reported by Broadridge after filtering those results through the chain of authority passed on via omnibus proxies.  For instance, Broadridge may have accepted voting instructions from beneficial owners clearing through XYZ Co., based on information received from XYZ Co.  If your tabulation agent does not find XYZ Co. on any onmibus proxy, the vote from Broadridge cannot be included in the tally.

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Contact CES

Corporate Election Services, Inc.
PO Box 125
Pittsburgh, PA 15230-0125
412/ 262.1100
412/ 299.9191 Fax


Feel free to contact us by sending a message to the Info mailbox at this domain, or by submitting the form below.  We promise your e‑mail address will not be used for any other purpose than to answer your query.  If you would like someone to call you, simply place your telephone number in the Subject line and describe your inquiry briefly in the Message so we can have the appropriate person respond.

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