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Presented by: Thomas Montrone, President & CEO, R&T and Eagle Rock Mary Rose Cascaes, EVP & COO, R&T Bernard Lopez, Eagle Rock Proxy Advisors LLC 1.

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Presentation on theme: "Presented by: Thomas Montrone, President & CEO, R&T and Eagle Rock Mary Rose Cascaes, EVP & COO, R&T Bernard Lopez, Eagle Rock Proxy Advisors LLC 1."— Presentation transcript:

1 Presented by: Thomas Montrone, President & CEO, R&T and Eagle Rock Mary Rose Cascaes, EVP & COO, R&T Bernard Lopez, Eagle Rock Proxy Advisors LLC 1

2 Changes in Dormancy Rules Implications to Issuers Outline of SEC Regulations 17Ad17 Requirements Processing Changes to Meet the SEC Rule Eagle Rock Pre-Escheatment Services Questions and Answers 2

3 Always on the Books, but interpreted Differently 6 States and Puerto Rico Amended Dormancy States: California, Illinois, Delaware, Idaho, New York, Connecticut More States are likely to follow 3

4 Written communication is defined as Contact: No Contact = Account is Dormant Typical Contact: Letters, checks, proxies Non-Dividend Payers, DRPs, Unexchanged Shareholders at risk Street Proxy Distribution Risks 4

5 Underlying Shares escheated & sold, fixing value of stock in most states Shareholders Unaware that Their Stock has been SOLD Years may pass before shareholder learns of escheatment Appreciated Value – State Sale Price = LOSS 5

6 Due Diligence Mailings Before Escheatment SEC Lost Shareholder Searches and Extra Search for High Dollar Accounts No Contact Mailings Ensure external Proxy Voted files sent to R&T Issues Review No Contact and Escheatment files to screen for customers and employees Pre-Escheatment Program 6

7 SEC 17Ad – Originally enacted by Congress to address situations where TAs have lost contact with shareholders 2 searches within 24 months of identifying a bad address for anyone whose 1 st class mailing was returned twice from USPS Excludes decedents and non-natural persons (corporations, trusts, etc.) 7

8 Dodd-Frank Effective January 23, 2014 Brokers must also search for lost accounts Paying Agents must notify recipients with outstanding checks (Unresponsive Payees) State escheatment statutes supersede 8

9 No accounts excluded except those with bad addresses Regularly Scheduled Check Within 7 months after issuance Must be a separate notice but can include multiple payments 9

10 Checks issued after 1/23/14 First pass will include all outstanding checks Separate mailing Cash your check or request replacement Notice will provide 3 contact options: Call toll-free # Login to IRIS Unique website link Database updated with mail date 10

11 Abandoned property has become most states top 3 revenue source Shortening dormancy periods to 3 years from 5 or 7 (AZ tried to make it 2 years) Increasing audits and hiring 3 rd parties (30 year look back) Assessing interest & penalties 11

12 Additional mailings Voluntary Disclosure Agreements (VDAs) Deep Research Programs. Shareholders who have already been marked as lost after SEC 17Ad-17 requirements Pre-Escheatment Programs 12

13 Used to help locate unexchanged shareholders and assist them in completing a transaction after a corporate action Asset Recovery, Post Merger Cleanup (PMC), Shareholder Asset Recovery Program (SHARP) 13

14 Program may begin 6 to 9 months after a transaction has been completed Deep research tools are used to locate the shareholder or heirs (e.g. LexisNexis, Social Media) Easy to understand documents are put together and mailed out with transaction information and the need to take action Documents disclose R&T as the exchange agent and provide the toll-free number 14

15 Unexchanged holders are hand-held through the process and assisted in getting proper documentation Shareholders are given the option to sell or exchange into shares of the new company 15

16 Provides updated shareholder information Greatly reduce the amount of abandoned property that is escheated to the states Avoid increased scrutiny and costly audits Reduce a companys exposure to liability, interest and penalties Program is run free to the company. Shareholders are charged a processing fee 16

17 Avoid shareholder lawsuits over escheated assets Company is promoting good corporate governance by making every effort to find and locate lost shareholders Shareholders can have lost certificates replaced for the purpose of exchange 17

18 For more information please contact: Tom Montrone Mary Rose Bernard 18


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