KraneShares Replaces Proxy Solicitor Mid-Campaign

After adjourning a special shareholder meeting four times due to insufficient votes, KraneShares this month replaced Broadridge with Alliance Advisors as proxy solicitor, disclosures show.

KraneShares has hired Alliance Advisors to solicit proxies in an ongoing campaign to win approval from its ETF shareholders for new investment advisory contracts, necessitated by the firm’s ownership change in June.

Alliance Advisors replaced Broadridge as proxy solicitor, KraneShares first disclosed last week. The change went into effect on July 6.

KraneShares last month repurchased a 50.1% stake from a U.S. subsidiary of investment bank China International Capital Corp. The subsidiary had bought the controlling interest in 2017. KraneShares’ employees and officers made the purchase, as well as other unidentified parties.

The ownership change spurred the need for new advisory contracts between the firm and nearly three dozen ETFs it manages, and the ETF shareholders must approve the contracts.

The first special shareholder meeting on the issue was held on May 7. That meeting was adjourned due to insufficient votes, and three subsequent special shareholder meetings have likewise been adjourned to later dates for failing to reach quorum.

The fifth special shareholder meeting is scheduled for Aug. 6, a website for the vote states.

KraneShares estimated it will pay Alliance Advisors $2.35 million for its work, excluding printing and mailing costs. The proxy solicitation costs are footed by KraneShares and not the funds, a disclosure noted.

KraneShares estimated in its March proxy statement that it would pay Broadridge between $600,000 and $650,000, also excluding printing and mailing costs.

The actual amount KraneShares will pay each proxy solicitor will vary depending on the number of solicitations, KraneShares stated.

A KraneShares spokesperson said that Broadridge is a long-term partner and service provider.

“They helped KraneShares attain consents for many funds in their role as proxy tabulator and solicitor,” the spokesperson wrote in a statement.

“Following KraneShares’ change of control in late June, KraneShares has hired Alliance Advisors as proxy tabulator and solicitor to help with the remaining funds,” the spokesperson stated. “Alliance works closely with Broadridge and is incentivized to maximize outcomes by the Aug. 6 meeting date.”

The KraneShares spokesperson declined to comment on how many ETFs have garnered a quorum and shareholder approval, and which ones.

Proxy advisors ISS and Glass Lewis recommended voting in favor of the change of control proposal, the spokesperson noted, adding that the firm was pleased by this development.

Broadridge spokesperson declined to comment, noting that the firm doesn’t discuss the details of client engagements.

“Our focus is on helping clients achieve successful outcomes, and we work closely with clients to determine the approach that best supports their objectives, ” the Broadridge spokesperson wrote in a statement. “In some situations, that may involve coordinating with other providers as part of a client’s overall strategy.”

Invesco appears to have done something similar to the KraneShares mid-campaign swap when it was seeking shareholder approval to change QQQ’s structure from a unit investment trust to an ETF. The firm initially hired Sodali as the proxy solicitor, but after two adjournments, Invesco added Alliance, disclosures show.

Alliance has been honing its digital solicitation tools for over a decade, said Sam Chandoha, the firm’s head of corporate affairs.

Proxy solicitation is “nuanced” and “complicated” in part because of its regulatory regime, Chandoha said. Alliance uses a combination of approaches to get out the vote: texts, outbound telephone calls and QR code mailings.

“The problem is that [with] almost all types of investments, shareholders are lackadaisical and they don’t see it as important as it is to the company,” Chandoha said.

Broadridge is the leading proxy services company. It handles customer data and communications for most brokerages, banks and financial services companies.

Most intermediaries provide an electronic feed of beneficial owners and shares to Broadridge, a 2019 white paper noted. Broadridge in 2018 reported processing proxies for more than 80% of all U.S. equities.

Many retail investors hold shares of funds and ETFs through a brokerage, and that company is the shareholder of record. Broadridge uses this data to distribute proxy materials to the end retail investors and solicit their votes.