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Case study: Say on Pay – Stock Option Plan

Galactic

Assignment and Challenges

In 2022, in its first year as a public company SPCE struggled to get enough votes for its shareholder meeting and the vote came in only two days before the meeting date.

SPCE in 2023 was facing a difficult vote on proposals for Say on Pay and a vote to approve the company’s stock option plan. To add another layer of difficulty the shareholder base is skewed towards retail holders who are notoriously apathetic voters.

Solution

Alliance Advisors designed a 4-phase, year-round Shareholder Engagement program designed to take the guess work out of the shareholder meeting process.

Phase 1: Post meeting Shareholder Engagement. This phase starts as a postmortem on the 2022 meeting. We analyze who the largest institution and retail shareholders are and compile stats on how they voted. This is followed by an outreach campaign to position the company in front of and communicating with its largest shareholders. The data collected from Phase 1 allows Alliance Advisors to project how compensation proposals will be received for the next shareholder meeting, before they are put before shareholders.

Phase 2: Proxy Logistics. This is a single source solution that allowed the company to rid themselves of details such as regulatory filings, printing meeting documents, arranging for distribution of materials and set up for a Virtual Meeting.

Phase 3: Shareholder Meeting Advisory. In this phase we coordinate outreach to institutions including setting up calls, preparing management to dialogue with institutions. We provide investor dossiers, identify proxy advisory firms (ISS/Glass Lewis) influence on voting decisions, and coordinate investor follow up.

Phase 4: Retail Outreach. Since SPCE has a significant percentage of its shares held in retail hands we use proprietary technology to reach registered and NOBO investors. We gather votes on digital voting platforms via phone campaigns, emails and text messages.

Results

Despite some institutions choosing to not support the Say on Pay proposal, Alliance Advisors strategy of coordinated solicitation across the entire shareholder base worked. All proposals passed by a majority vote.

Shareholder Engagement, Proxy Logistics, Shareholder Meeting Advisory & Retail Outreach

Virgin Galactic, Inc – NYSE ( SPCE )

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