THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Welcome to The Securities Transfer...

THE STASECURITIES TRANSFERASSOCIATION, INC.Established 1911

Welcome toWelcome toTheThe

Securities Transfer Securities Transfer Association’sAssociation’s

97th Anniversary and97th Anniversary and2008 Annual Meeting2008 Annual Meeting


Director Director Jonathan E. MillerStockTrans, Inc.

DirectorDirectorYehuda L. NeubergerAmerican Stock Transfer & Trust Co.

DirectorDirectorWilliam J. SpeirsCIBC Mellon Trust Company

Executive Director *Executive Director *Cynthia JonesThe Securities Transfer Association, Inc.

Securities Transfer AssociationSecurities Transfer Association

President *President *Charles RossiComputershare

Vice President & Assistant Secretary *Vice President & Assistant Secretary *Thomas L. MontroneRegistrar and Transfer Company

TreasurerTreasurerDebra H. HackaNational City Bank

SecretarySecretarySteven NelsonContinental Stock Transfer & Trust Co.

Director *Director *Robert M. Carney, Sr.BNY Mellon Shareowner Services

DirectorDirectorMary CorcoranInvesco Aim Investment Services

DirectorDirectorSalli A. MarinovFirst American Stock Transfer

DirectorDirectorTodd J. MayWells Fargo Shareowner Services

Board Members

* Executive Committee Members* Executive Committee Members

1


Carmen Buonomo Robert KristankoKevin Burns Herb LemmerGregory Caddell Maurice LynchArmando DiBiase Douglas ReedNick Giancaspro Kathryn SevcikDon Gress John TorresCraig Keller Karl Wagner

Bob Winterle


Operations Committee Members(formally Processing Committee)

Co-Chairs – John Ulla & Mary Rose Cascaes

2


Legal and Regulatory Committee MembersCo-Chairs – Steven Nelson & Stephen J. Dolmatch


Stephen Cesso Barbara LubitzGordon Glaza Andrea ManningMark Harmon Mario PassudettiWilliam Harris Laura S. PruittBlanche Hurt Susanne SchamingHerb Lemmer Merrill B. StoneRonald Logan Catherine Wexler

3


• Fraud Prevention Committee

• Membership Committee

• Unclaimed Property Committee

• Proxy Committee

• Small Agents Committee


Other CommitteesOther Committees

4


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


5


• SEC ActivitiesSEC 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 RulemakingSEC Rulemaking Met with trading and markets on 10/2

• Processing• Insurance• Disclosure• Contracts• Communications• Separation of Shareholder Funds

STA Year in ReviewSTA Year in Review


6


• 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



7


• 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



8


Cost Basis Recordkeeping• Through the STA we met with various committees to

educate them about our industry and obstacles to implementation

House Ways & MeansSenate FinanceTreasury

• 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



9


• 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 Have petitioned the SEC for rule-making regarding shareholder communicationscommunications

• 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



10


• DematerializationDematerializationMove 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



11


Securities Transfer Association

Thank you for attending the conference.

12

THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Welcome to The Securities Transfer...

Documents

Transcript of THE STA SECURITIES TRANSFER ASSOCIATION, INC. Established 1911 Welcome to The Securities Transfer...