Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called "wolf packs," analyzing the target company's defenses and vulnerabilities, and making initial contacts with the target company. Therefore, target companies should focus on early vigilance and advance preparation.
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IMPLICATIONS FOR ACTIVISTS
Mid-November 2016 November 2016
January to February 2017
March 2017 May 2017
Initial Activist Approach
Schedule 13Fs Filed
Third Quarter Earnings Release
Deadline for 14a-8 Proposals
Deadline for Stockholder Nominations and Proposals Record Date
During this period, activists commonly contact the company and may begin pressing demands. Activists may not clearly identify themselves when contacting the company. Review 13F filings for early indications of stake-building.
Schedule 13F disclosures of stock ownership positions can be an early warning signal that an activist or "wolf pack" is preparing to target a company.
Third quarter earnings can be a catalyst for activist to go public with a campaign, especially if results are weak or the company is not responsive to demands.
Rule 14a-8 stockholder proposals must be submitted for inclusion in the company's proxy statement not less than 120 days before the anniversary of the 2016 proxy statement.
Advance notice deadline for stockholder nominations and proposals is often 90 to 120 days prior to the anniversary of the 2016 annual meeting, as set forth in the bylaws.
Stockholders on this date will be entitled to vote at the annual meeting, even if they later sell their stock.
If the annual meeting date is changed significantly from the 2016 date, it may reopen advance notice and 14a-8 deadlines.
Initial approach is critical for activist to gauge company receptivity to demands and set tone for discussions.
Securities acquired after September 30 are not reportable until mid-February 2017 unless resulting in ownership in excess of 5%. Activist campaign and "wolf pack" is usually fully engaged by this point and prepared to wage a proxy fight, if necessary. 14a-8 is rarely used by activists, but can be used by governance watchdogs to weaken takeover defenses.
This deadline is often a critical juncture in negotiations with activists. If resolution or settlement is not reached by the deadline, activist may be forced to proceed with nominations. Activists and "wolf packs" will want to maximize their voting power by this point. Proxy statements are commonly mailed 45 days before the meeting.
* This 2017 Annual Meeting Calendar is for illustrative purposes only. It assumes a hypothetical company with a calendar-year fiscal year, an annual meeting in early May, and an advance notice deadline for stockholder nominations of not less than 90 to 120 days prior to the anniversary of the 2016 annual meeting.
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