THE U.S. Securities and Exchange Commission’s new rules for online proxy materials require companies to use a “format, or formats, convenient for both reading online and printing on paper.”
I’ve been getting a lot of questions from people wondering what that means. What is a convenient format for reading online and what is convenient for printing on paper?
What I love about the SEC’s requirement is that it doesn’t spell out exactly what formats are “convenient.” In fact, I’d suggest that it doesn’t matter what the SEC thinks, or what I think, or even what you think is convenient.
What matters is what your investors think is convenient.
So to understand what your investors think is convenient, you have to remember that your investors could be anyone. They could be:
- young, middle-aged or elderly;
- male or female;
- experienced on the Internet or inexperienced;
- using broadband or dialup;
- have Internet Explorer as their browser or Firefox or Safari or JAWS;
- have 20/20 vision, low vision or no vision;
- be nimble with a mouse or have dexterity challenges;
- they could even have dyscalculia (look that one up, if you don’t know what it means.)
What is convenient to one person is inconvenient to another. So how do you cope with so many variables?
Simple, you follow the World Wide Web Consortium’s (W3C) Web Accessibility Initiative (WAI) Web Content Accessibility Guidelines (WCAG). A mouthful, yes, but simplicity tends to be a complex thing.
These guidelines are better known for making websites accessible to people with disabilities, but they’re actually useful for making websites easier to use for everyone.
If you follow them, you’re likely to make your web content — and your proxy materials specifically — convenient for the widest possible cross-section of the online population.
No one will be able to accuse you of not trying to make your proxy materials convenient for people. Which is what I am about to do right now.
None, repeat, none of the companies that have so far used the SEC’s eproxy process, and none of the vendors selling services for the e-proxy process who have live products to show, are providing formats that are convenient. They’re all failing.
So to all those developers calling and emailing me asking what the SEC requirements are, please look up the term “convenient” in any dictionary and it will be clear what it means.
The SEC doesn’t need to tell us what is convenient on the Web. That’s not their area of expertise. The standards already exist in the WCAG 1.0, which were adopted in 1999 and soon will be replaced by the WCAG 2.0
The sad thing is that all of the online proxy material vendors should know this. In fact, I know many do. It’s just one of those inconvenient truths they don’t want to face.
They’re all trying to make a quick buck by producing online documents that are convenient for themselves and their clients, but not for investors.
That’s the truth, and you can do with it what you wish, but please no more emails and phone calls asking what you should already know.