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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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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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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.