November 9, 2009
Mr. Adam Amsterdam
General Counsel
Broadridge Financial Solutions, Inc.
1981 Marcus Avenue
Lake Success, NY 10041
Dear Mr. Amsterdam:
Walden Asset Management, invests on behalf of clients who ask us to integrate environmental, social and governance (ESG) analysis into investment decision-making. Walden Asset Management, a division of Boston Trust & Investment Management Company, is an investment manager with $1.5 billion in assets under management.
Walden representatives have been pleased to attend the excellent seminars you have sponsored in Boston on the proxy season. We appreciate the major work you do for the investing community.
We also have been a fan of the work you did last year with Intel on creating an “electronic forum” for investors to provide feedback on issues like executive compensation before the annual meeting.
Recently we learned that Intel is planning to convert to a “virtual stockholder meeting” and would not hold a physical annual meeting in 2010. We learned that Broadridge will help with this process and that Broadridge itself has decided to hold its’ stockholders meeting on line.
We believe this is a highly questionable governance practice. We enclose a letter we sent to Intel Secretary Cary Klafter summarizing our concerns.
Since Broadridge has considerable influence in the investment community, we would raise the same issues with you.
In addition, we understand that Broadridge will assist clients with the technology to hold virtual meetings. We are fearful that in your enthusiasm to expand a marketing opportunity, you will become a strong visible supporter of moving toward virtual meetings and thus would become a proponent of a poor governance practice, putting your good name and reputation behind this trend.
I wish to be clear. We strongly support Intel and Broadridge creating a positive model for web-based involvement in stockholder meetings. That will be a welcome and helpful addition allowing shareowners globally to participate if they wish.
But we support a both/and approach with an expanded web involvement plus a physical annual meeting.
We are fearful that if Broadridge becomes a strong proponent of moving to virtual stockholder meetings, that you will immerse the company in a public controversy that will be harmful to your reputation and the good work you do.
Particularly if Broadridge is seen to be the marketing force behind virtual meetings, this will raise your profile as a lead player in helping companies avoid accountability to their shareowners.
We look forward to discussing this issue with you and your colleagues.
Sincerely,
Timothy Smith
Senior Vice President
Cc:Richard Daly, Chief Executive Officer
Maryellen Anderson
Rosemary Kelly
A Division of Boston Trust & Investment Management Company
One Beacon Street, Massachusetts 02108 617.726.7250 or 800.282.8782 fax 617.227.3664