THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Welcome to The Securities Transfer Association’s 97th Anniversary and 2008 Annual Meeting.

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Presentation transcript:

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Welcome to The Securities Transfer Association’s 97th Anniversary and 2008 Annual Meeting

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Director Jonathan E. Miller StockTrans, Inc.Director Yehuda L. Neuberger American Stock Transfer & Trust Co.Director William J. Speirs CIBC Mellon Trust Company Executive Director * Cynthia Jones The Securities Transfer Association, Inc. Securities Transfer Association President * Charles Rossi Computershare Vice President & Assistant Secretary * Thomas L. Montrone Registrar and Transfer CompanyTreasurer Debra H. Hacka National City BankSecretary Steven Nelson Continental Stock Transfer & Trust Co. Director * Robert M. Carney, Sr. BNY Mellon Shareowner ServicesDirector Mary Corcoran Invesco Aim Investment ServicesDirector Salli A. Marinov First American Stock TransferDirector Todd J. May Wells Fargo Shareowner Services Board Members * Executive Committee Members 1

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Carmen BuonomoRobert Kristanko Kevin BurnsHerb Lemmer Gregory CaddellMaurice Lynch Armando DiBiaseDouglas Reed Nick GiancasproKathryn Sevcik Don GressJohn Torres Craig KellerKarl Wagner Bob Winterle Securities Transfer Association Operations Committee Members (formally Processing Committee) Co-Chairs – John Ulla & Mary Rose Cascaes 2

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Legal and Regulatory Committee Members Co-Chairs – Steven Nelson & Stephen J. Dolmatch Securities Transfer Association Stephen CessoBarbara Lubitz Gordon GlazaAndrea Manning Mark HarmonMario Passudetti William HarrisLaura S. Pruitt Blanche HurtSusanne Schaming Herb LemmerMerrill B. Stone Ronald LoganCatherine Wexler 3

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Fraud Prevention Committee Membership Committee Unclaimed Property Committee Proxy Committee Small Agents Committee Securities Transfer Association Other Committees 4

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 SEC Update: New Commissioners Chairman Cox (R) Kathleen Casey (R) Elisse Walter (D) replaced Nazareth – left January 2008 Luis Aguilar (D) replaced Campos – left in Fall 2007 Troy Parades (R) replaced Atkins – term expired Securities Transfer Association 5

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 SEC Activities Met with the Chairman 10/07, commissioners Annette Nazareth and Paul Atkins on 12/07, met with Chairman’s office on 9/08, and with Luis Aguilar and Troy Parades Proxy Reform DTCC’s Rule Filing Transfer Agent Rules SEC Rulemaking Met with trading and markets on 10/2 Processing Insurance Disclosure Contracts Communications Separation of Shareholder Funds STA Year in Review Securities Transfer Association 6

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 DTCC Rule FilingDTCC Rule Filing Status of DTC’s proposed DRS/FAST requirements for transfer agents Fourth version published in May, with comments solicited Few changes from earlier versions DTC’s authority to implement such rules continues to be questioned STA has held meetings with the SEC Chairman, staff and commissioners to voice concerns, including DTC’s authority to impose, requirements in excess of normal business practices, and additional costs to issuers and agents Securities Transfer Association STA Year in Review 7

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 NYSE Proxy Working CommitteeNYSE Proxy Working Committee Review of proxy fees, specifically managed accounts Issuers paying for the suppression and processing of managed accounts Broadridge Notice & Access pricing NYSE to establish a committee to review pricing Over-Voting not completely resolved…Over-Voting not completely resolved… Significantly fewer instances of over-voting than in the past Discussion focused now on Pre - versus Post – reconcilement methods Securities Transfer Association STA Year in Review 8

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Cost Basis Recordkeeping Through the STA we met with various committees to educate them about our industry and obstacles to implementation House Ways & Means Senate Finance Treasury DSPP & DRP treatment Will increase compliance with IRS capital gains reporting to drive a $4.1 – 6.67 billion increase in tax revenue over 10 years – passed as part of the rescue bill on October 3rd Securities Transfer Association STA Year in Review 9

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Shareholder Communications CoalitionShareholder Communications Coalition Includes Business Roundtable, Securities Transfer Association, National Association of Corporate Directors, National Investor Relations Institute, Society of Corporate Secretaries and Governance Professionals Dedicated to improved shareholder voting and communicationDedicated to improved shareholder voting and communication Have petitioned the SEC for rule-making regarding shareholder communicationsHave petitioned the SEC for rule-making regarding shareholder communications Suggest that proxy reform items be considered in one bundle:Suggest that proxy reform items be considered in one bundle: Direct, inexpensive issuer access to registered and beneficial shareholders for communications, shareholder access to management proxy, Rule 452: discretionary voting Securities Transfer Association STA Year in Review 10

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 DematerializationDematerialization Move all, sell fractions….Agents getting paid for doing the developmental software changes. Of the 7,500 listed companies 20% have not opted in DRS Education Committee Securities Transfer Association STA Year in Review 11

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Securities Transfer Association Thank you for attending the conference. 12