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Case Study: Amendment for Officer Exculpation. Shareholder Meeting Advisory, Institutional Investor Intelligence, Retail Outreach

Assignment and Challenges

A small cap biotechnology company was facing a shareholder vote to amend its certificate of incorporation to allow for officer exculpation provisions. There were two significant obstacles to passing this vote:

  1. The vote requirement to pass the proposal was 2/3’s of the outstanding shares voting in favor. While this vote requirement is mathematically possible, from a practical standpoint this threshold is rarely achieved.
  2. Complicating matters, Glass Lewis recommended voting against these proposals, so negative votes were present at the start of the solicitation from institutions that follow Glass Lewis recommendations.


Knowing that this vote would be a challenge, Alliance Advisors brought three internal teams to the solicitation: Shareholder Meeting Advisory, Institutional Investor Intelligence and Retail Outreach.

At the onset, our Institutional Investor team began identifying all of the financial institutions, custodial relationships, and beneficial shareholders present on the Non-Objecting Beneficial Owners (NOBO) list. Using our proprietary data, Alliance Advisors was able to precisely identify the underlying investors behind each custodian.

Once the institutional investors were identified, our team began the outreach process to obtain voting instructions. Simultaneously, our Retail Outreach team began soliciting retail shareholders to facilitate telephone, text and email voting.

Both groups use a combination of our proprietary text-to-vote, email-to-vote and live telephone voting platforms. These technologies are designed to allow us to gather votes from both the institutional and retail shares, down to the smallest shareholder.


Despite 7% of the outstanding shares voting against the proposal, Alliance Advisors was able to successfully deliver the required vote. A quorum of 84% of the outstanding shares was achieved with 67% of the outstanding shares voting in favor of the exculpation. By designing a campaign that focused on maximizing participation from both institutional and retail shareholders, Alliance Advisors was able to deliver an exceptionally high quorum to overcome the negative votes.

Shareholder Meeting Advisory & Retail Outreach, Institutional Investor Intelligence

NASDAQ Listed Small Cap Biotechnology Company

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