By Dominic Jones | Published: January 17, 2008 | 
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Eproxy: don’t forget the very basics
HERE’S a quick tip for U.S. companies that are complying with the SEC’s requirement for posting their proxy statements and annual reports on the Internet — post them on your website!
No, really, I’m not joking. I’m stating the obvious because at least three companies at this early stage of the proxy season have forgotten to post their proxy statements and annual reports on their own websites.
Instead, they are paying to host the documents on a third-party domain that cannot be accessed directly from the company’s own website.
As a result, it looks to anyone visiting the companies’ websites that they haven’t published this year’s documents yet, when in fact they have.
No good reason to post materials on another site
I can think of no good reason why most companies need to post their annual reports and proxy statements on someone else’s website.
Based on the fact that very few people are bothering to go to company websites to access their proxy materials, there’s little risk of increased traffic crashing companies’ servers.
And most companies are not using technologies that “infringe on the anonymity” of their website visitors, so there’s little to worry about there.
Below, in pictures, is an example of one company that has forgotten to post its annual report and proxy statement on its own website while paying an outside service provider to host them.
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| Visitors to Universal Technical Institute’s website won’t find this year’s annual report and proxy statement posted. But if they happen to go to www.proxydocs.com/utc … |
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| UTC is paying service provider Bowne to host its proxy materials, but there is no link to them on the company’s own website. |
Companies are making many little mistakes around the new proxy material requirements, as well as some rather big ones. Instead of being bamboozled by the requirements, why not take the time to ask someone what you should be doing? Don’t take my word for it, call your legal counsel or the SEC directly.
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January 17th, 2008 at 3:20 pm
Hey Dominic,
Here’s my two-cents!
I doubt UTI have ‘forgotten’ to post the documents on their own website. In my experience IR departments have long standing procedures in place for this type of thing. If they are using a third party host it stands to reason that they have concerns over SEC regulations concerning privacy (the whole identifying cookie’s debate).
It would seem to me that the posting on the third party website and subsequently not on their own is very deliberate, if not misguided. Perhaps the sales people at the third party host are excellent at scaring their client base into action! ;)
I would bet that you won’t see a repetition next year, once they fully understand the SEC rules and confirm for themselves that they aren’t breaking any regulations.
Regards,
Pete
January 17th, 2008 at 4:57 pm
Hi Pete,
Perhaps I shouldn’t be commenting on this so soon after a five-hour fight with my ISP, but you’re probably right.
Still, I can’t help but wonder why anyone thinks it’s OK to NOT have the most recent info on their website. Like, didn’t it occur to someone that it was an odd thing for regulators to require?
January 17th, 2008 at 5:58 pm
I completely agree. It would be an odd thing for regulators to require. However as you’ve already pointed out previously, the new regulations were confusing for some people, even to the point that other companies were able to capitalise on this confusion and set up third party sites like the one you linked to above!
I can only assume that UTI have a time-pressed IRO who perhaps didn’t have time to research the regulations, or get confirmation from the IT dept that the website didn’t infringe on privacy, so they decided to err on the side of caution and go with the safe option of the third party site. When they realise that they don’t need to do this I’m sure you’ll see a change in stance and attitude.
New regulations breed confusion and opportunities for different parties, once things bed down and people understand the situation better things should be more straight-forward.
Oh, and I hope the jet-lag isn’t too bad!
Peter
January 18th, 2008 at 7:33 am
They’re a small company, so I’m guessing someone has to do this stuff as just one part of their job. Nonetheless, they’ve got a big vendor like Thomson looking after them and Bowne as well. Couldn’t one of them have tapped someone on the shoulder to offer a word of advice.
I still can’t imagine a company deliberately not posting their annual report and proxy statement on their website. How about just a link to the hosted documents on the service provider’s site?
I’m just baffled by it all.