BetaNXT will distribute your annual and/or special meeting materials to the beneficial holders of our broker clients, so please include us in your proxy event planning process, starting with the broker search. This initial notice should include your record and meeting date(s), and eligible securities for voting. Once finalized, please share your proposals, and both electronic and print versions of your proxy material. In addition, billing party details and information regarding required billing instructions are elements that streamline the invoicing process.

BetaNXT also receives notifications from several sources, including broker searches from proxy solicitors and transfer agents, stock exchange publications, SEC filings, and various other sources. Once we’ve received a notice of meeting, we will provide material quantity counts within five (5) days of receipt of the search. These counts will help estimate printing requirements for shareholders who have opted to receive all printed material (proxy statement, annual report, and any other relevant documentation). These counts can also be used to understand expected fees for fulfillment, since we will include shareholders who have opted to receive emails or notices.

Your planning process should also include whether your meeting will be in-person, virtual, or hybrid. Virtual meetings are cost-efficient and enable significant participation. Enhanced accessibility features, such as live streaming and recorded sessions, ensure that shareholders can stay informed and involved. Additionally, the flexibility and convenience of virtual meetings enable shareholders to participate from anywhere, making it easier for them to attend. They are inclusive, cost-effective, and environmentally beneficial by reducing travel and physical materials. Hybrid shareholder meetings allow shareholders to participate either in person or virtually, making it a good option for issuers who prefer in-person meetings.

Initial Setup of a Proxy Event

The following information is required for initial setup of your event, which should be provided at least 20 days prior to record date and is typically included in the broker search. Additional charges or rush fees may be incurred when information is received less than 20 days prior to record date.

• Record date
• CUSIP®
• Meeting date
• Meeting type
• Mail type (notice and access or traditional)
• Billing information

The following is needed to complete the fulfillment process and should be provided as soon as the information is available or by the record date, whichever comes first. We cannot complete the distribution process without this information:

• Meeting time and location
• Agenda items (proposals) at least 45 days prior to the meeting date
• Mail type (e.g., notice and access, hybrid, full set)
• Estimated mail date
• Enclosures and/or documents to be mailed (e.g., annual report, proxy statement, 10-K, notice of meeting, etc.)
• Links to your electronic proxy documents and/or PDF(s) of documents
• Contact information for your:
  • Solicitor
  • Tabulator
• Billing contact information, including:
  • Billing party
  • Billing contact name
  • Address
  • Telephone number
  • Email address
  • Any special instructions (e.g., portal uploads or PO requirements)

Billing inquiries can be sent to billingsupport@betanxt.com, or you can contact us at (877) 763-1671.

Notice and Access (NAA)

The NAA model allows an issuer to provide materials to shareholders by a notice-only option by posting materials online (other than the SEC’s EDGAR site). BetaNXT can help provide a customized website for your proxy materials, enhancing your brand and investor communications. You can view a sample site here. A notice will be sent to shareholders informing them of the electronic availability of the proxy materials; this mailing must be initiated at least 40 days prior to the shareholder meeting.

The NAA form also contains instructions for shareholders on how to request paper copies of materials. Should a shareholder wish to request a paper set of materials, they may do so for up to one calendar year past the meeting date by notifying BetaNXT via telephone or email. Should a shareholder wish to change their election choice from full set to NAA or from NAA to full set, BetaNXT stores the elections and will use them for future proxy distributions. Upon receipt of a request for paper documents, BetaNXT contacts the issuer or their designee for additional paper sets and forwards them to the shareholder(s) within three business days of receipt. The NAA mailing material will not include a proxy card.

BetaNXT follows your instructions regarding NAA, stratified or hybrid mailings, and/or full set delivery. Ideally, your broker search will indicate your preference.

If you are utilizing NAA, we must have your proxy agenda (proposals) and the link to your electronic proxy documents at least 45 days prior to your meeting date. Additional charges or rush fees may be applied if the agenda is not available at least 45 days prior to meeting date.

Material Orders

BetaNXT provides confirmation of the material quantities required for mailing your proxy material within 72 hours of the record date. (The material order quantity amount will include a spoilage calculation.)

Material Shipping Instructions

Detailed delivery instructions can be found in the Delivery Guidelines on the Resources tab. Material should be shipped to:

BetaNXT
ATTN: Proxy Receiving
100 Demarest Drive
Wayne, NJ 07470

It’s very important that you include a manifest of your contents, and include your CUSIP number, company name, and meeting date on the shipment label or the manifest itself. Do not pack items for multiple proxy events (material for more than one issuer) in the same package.

Proxy Cards

BetaNXT will create a voting instruction form (VIF), or notice, if using NAA. A copy of your proxy card is useful to ensure we have the correct meeting information established in our platform. Both the VIF and NAA forms will provide instructions for viewing documents and voting the proxy online.

Voting Instruction Form (VIF)

A VIF is mailed to shareholders to inform them of an upcoming event. The VIF allows shareholders to submit their votes on proposed corporate and shareholder proposals without attending a shareholder meeting in person. It will contain:

• Proposals to be voted
• Voting options
• Details of the meeting: location, date, and time Cut-off date: date and time by which votes must be received (usually 11:59 p.m. the business day before the meeting)
• Shareholder’s information
• Record date
• Control number
• Management recommendations
• Signature line

If you would like to review and approve the VIF prior to distribution, please email us and provide the contact information for the individual responsible for reviewing the VIF and approving its contents. Limited changes can be made to the VIF, though a fee may apply. These requests should be sent to documents@betanxt.com.

Agenda and Proposals

Please deliver this information to documents@betanxt.com as soon as it has been finalized. If you elect to use NAA, your agenda must be delivered at least 45 days prior to your meeting.

NOBO Reports

To request a NOBO (non-objecting beneficial owner) report, please download and complete the NOBO Request Form from our website. Upon receipt of the signed and authorized request, the list will be made available through our secure web portal.

NOBO Campaigns

BetaNXT will actively work with solicitors on a NOBO campaign to gather votes to help clients meet quorum. After the NOBO list is provided, the solicitor can request a “voted file” (also referred to as a “kill file”) from BetaNXT, which lists all the accounts that have been voted.

As part of this process, as we receive and process votes from the solicitor with the beneficial holder’s control number, a letter will be sent to the shareholder confirming receipt.

Share Range Analysis

A share range analysis is available by request. Please contact us at documents@betanxt.com and include the CUSIP number and company name in your request.

Campaign Setup Form

A quick and easy way for you to notify BetaNXT of your meeting details is via the BetaNXT Proxy Campaign Setup Form, which can be accessed in the Resources area of this site.

Simply download the form and email the completed document to documents@betanxt.com. We will take it from there.

Once your proxy material is received at our print/mail facility, we will complete the event setup and begin mailing the proxy packages to the beneficial holders of our broker clients. Prior to mailing the material, we will confirm that:

• Proposals on our VIF or notice match your proxy statement
• Correct content is enclosed – proxy statement, annual report, VIF, etc.
• NAA instructions are properly followed (if applicable)
• BetaNXT electronic voting sites and control numbers are accurate

All printing and mailing for our broker clients originate at our facility in New Jersey. The regulatory standard is to mail proxy packages within five days of receipt. We strive to maintain a three-business-day mailing standard. This is a key reason to include us in your planning process from the beginning. If we have all the necessary details for your proxy event, we will be ready to mail as soon as your material arrives.

Mailing Options

Postage

Several factors influence postage expense: method of delivery, size and weight of package, type of proxy mailing (notice and access or full set), and the time between when material is received and the meeting date. We recognize the importance of managing postage expense and we do what we can to reduce it. The most common way to reduce USPS First Class postage rates is to presort the mail to obtain USPS discounted rates. Where BetaNXT is able to obtain USPS First Class postage discounts, we generally share the discount with the issuer. To qualify, the issuer must meet certain issuer requirements:

• The issuer has not specifically instructed BetaNXT to mail using USPS First Class, either on the search card, on BetaNXT’s Proxy Setup Form, or otherwise.
• The material is received by BetaNXT far enough in advance of the meeting (25-30 days) to allow for normal USPS standard delivery times.
• The mailing is a minimum number of “like” pieces – e.g., same size, all domestic, same weight, same envelope type. The number varies depending on the postage discount.
• The physical contents of the package can be inserted into envelopes by machine rather than by hand.

How BetaNXT Obtains Postage Discounts

If these requirements are met, BetaNXT performs the following tasks to obtain the discount from USPS: NCOA and CASS processing, presorting mail, inserting, bundling into USPS mail trays, reporting/reconciling, and meeting other USPS delivery guidelines. Because BetaNXT performs extra work to obtain these USPS postage discounts, our policy is to share the discount with the issuers. This policy is consistent with SEC and NYSE rules and policies. Certain kinds of mailings for which USPS discounts are not available or the discounts are so minimal are retained by BetaNXT.

Notice and Access Mailings

BetaNXT mails all notice and access notices via USPS First Class mail. Postage discounts for NAA mailings are minimal and are retained by BetaNXT.

Oversized or Excessive Weight Packages

First Class packages weighing more than 13 ounces are mailed as Priority Mail; Standard Mail weighing more than 16 ounces is mailed as Bound Printer Matter at prevailing rates plus a 20% processing fee.

International Addresses

A 5% processing fee applies to all international pieces.

Issuer-Directed Instructions

BetaNXT will automatically seek the best available mailing option and discount. However, if an issuer wants its mailing sent USPS First Class or other special instruction such as Overnight Delivery, clear instructions must be provided when the broker search is submitted or on BetaNXT’s Proxy Campaign Setup Form. Overnight deliveries are billed at courier cost plus 20% processing fee. When special instructions are provided, we will make our best effort to accommodate, but our ability to do so depends on the request, available time, and resources. We will not use any method more expensive than USPS First Class unless the issuer explicitly requests in writing to mail packages via an overnight delivery carrier.

Shareholder Voting Options

Shareholders may vote via the Internet or telephone, or by completing the paper ballot and returning it by mail. “How to Vote” instructions are located on the front of the VIF or on the front of the NAA form. The VIF and NAA forms are provided to account holders as of the record date set for the proxy event. Note: In the event a signed and dated paper ballot is received with no instruction provided, the proxy will be voted in accordance with the recommendations of management. Many account holders opt for electronic delivery of their proxy material. In those cases, BetaNXT maintains their consent and email address and distributes links to our voting site and material electronically.

If an issuer chooses to have an in-person meeting, shareholders may attend the meeting to vote their shares in person. To do so, BetaNXT will issue them a legal proxy, which they will need to present at the meeting to vote. A sample legal proxy is shown on the Resources tab.

To request a legal proxy, the shareholder must check the “To Attend the Meeting” box located at the bottom of the VIF. If voting online, they must click on the button indicating Legal Proxy Request at the bottom of the electronic VIF. BetaNXT will issue the legal proxy upon receipt of the completed instructions.

Shareholders can also attend a virtual meeting if the issuer provides that option. The shareholder must follow the instructions on the VIF or in the proxy statement.

BetaNXT also provides a solution to foster relationships with retail shareholders through direct engagement. Mediant Engage™ is a suite of omni-channel tools that help bring issuers closer to shareholders and achieve quorum and proposal passage. We offer three levels of service. Please contact info@betanxt.com for more information.

Investment Managers

Many investment managers transmit their votes using BetaNXT’s MIC Wealth Manager (MWM). MWM is a web-based application that streamlines the proxy voting process for managers with brokers who have selected BetaNXT as their shareholder communications partner. In MWM, the manager is able to view meeting details, agendas, ballots, and account details, as well as generate proxy activity reports.

Vote Tabulation

BetaNXT maintains contacts and reporting instructions with all major tabulators, transfer agents, solicitors, and Broadridge. Votes are reported to the tabulator via an electronic file transmission or email with an Excel spreadsheet or PDF report attachment. BetaNXT will send daily incremental vote result reports to the master tabulator starting 10 to 15 days before the meeting date, if requested. In other situations, we may only send a final vote report within three hours of the vote cut-off time. BetaNXT will always request that the tabulator confirm receipt and processing of our vote reports.

With proper authorization from the issuer, BetaNXT will provide tabulation reports, NOBO files, share range analysis, and geographic reports to your solicitor. Authorization forms can be found at the end of this document and on our website. You may also email us at tabulations@betanxt.com for assistance or call (877) 763-1289.

BetaNXT can work with your solicitor to process votes accepted via a telephone solicitation campaign. Additionally, we provide voted and un-voted reports and send confirmations of phone votes. Please email tabulations@betanxt.com for more information about this service and the associated fees.

Discretionary Voting

Discretionary voting allows brokers to vote on certain items on behalf of their clients if no voting instructions are received within 10 days of the annual meeting. These votes are limited to routine items (e.g., ratifying selection of auditors, amendments to bylaws). Brokers are restricted from casting uninstructed votes in the election of directors (except for certain mutual funds) and on executive compensation matters, including say-on-pay votes. Brokers are also prohibiting from voting on specific corporate governance proposals, such as de-staggering the board of directors, adopting majority voting in director elections, eliminating supermajority voting requirements, providing for the use of consents, granting rights to call special meetings, and overriding certain anti-takeover provisions.

Universal Proxy

The SEC’s rule in support of the use of a universal proxy card for contested events began with meetings held on or after August 31, 2022. The requirements include the directive that for a contested meeting in a non-exempt director election contest, the proxy card include the names of both the registrant and dissident nominees. This now allows all shareholders the opportunity to cast their votes for nominees across both slates. In the past, only shareholders who attended a meeting in person were provided with that option.

Key requirements:

• Expands the determination of a “bona fide nominee” to include a person who consents to being named in any proxy statement.
• Requires dissidents to notify registrants of their intent to solicit proxies and provide the names of their nominees no later than 60 calendar days before the anniversary of the previous year’s annual meeting.
• Requires the registrant to notify the dissidents of the names of the registrant’s nominees no later than 50 calendar days before the anniversary of the previous year’s annual meeting
• Requires dissidents to file their definitive statement no later than 25 calendar days before the shareholder meeting or 5 days after the registrant files its definitive statement.
• Requires dissidents to solicit 67% of the voting power of shares entitled to vote at the meeting.
• A dissident must indicate its intent to comply with the minimum solicitation threshold by including in its notice a statement that it does intend to solicit holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors.
• Establishes presentation and formatting requirements to ensure each party’s nominees are presented in a clear and neutral manner.
• Each side will disseminate its own proxy card.
• Each side will be free to choose the design of its own card, subject to the rule’s presentation and formatting requirements.

Included in the rules approved along with the universal proxy card requirements were changes to the form of proxy and proxy statement disclosure requirements applicable to all director elections. Those include:

• Requiring proxy cards to include an “against” voting option in director elections when there is a legal effect to a vote against a director nominee
• Requiring that the proxy card provides shareholders with the ability to “abstain” in a director election where a majority voting standard applies (rather than "withhold”)
• Requiring proxy statement disclosure about the effect of a “withhold” vote in an election of directors

BetaNXT’s platform fully supports all of these requirements. Please reach out to our Operations group at documents@betanxt.com if you have any questions.

Thorough planning and preparations will ensure a smooth and stress-free meeting day. Remember:

• Your proxy agenda will drive the flow of the meeting.
• Preparation of Materials - Ensure all relevant documents (financial reports, agendas, and resolutions) are prepared and distributed in advance. This allows shareholders to review and come prepared for discussions.
• Clear Agenda - Have a written agenda and set of rules that outlines the topics to be discussed, including the election of directors, all proposals, and any other business. This helps keep the meeting focused and organized – and run to script.
• Legal and Compliance - Confirm that all legal requirements are met, including proper notice to shareholders about the meeting's date, time, and format (in-person or virtual). This includes ensuring a quorum is present to validate the meeting.
• Meeting Logistics - Ensure the technology is setup if there is a virtual option: If the meeting is held online, ensure that the technology is tested and functioning properly. This includes video conferencing tools and voting systems to facilitate participation. We strongly suggest doing a full dry-run with your provider prior to the day of the meeting.
• Shareholder Engagement - Plan for ways to engage shareholders during the meeting, such as Q&A sessions or opportunities, fostering participation and transparency.
• Voting Procedures - Typically part of the script. This includes how votes will be cast during the meeting (various mechanical abilities vary for in-person, by proxy, or electronically) and ensuring that all shareholders understand their voting rights
• Inspector of Election - Based on state law, your annual meeting will likely require an inspector of elections. This individual will take an oath to act as an impartial party in reviewing and certifying voting results. Typically, your tabulator provides this solution. Key roles of an inspector include:
  • Confirm total vote entitlement for each proposal
  • Certify that the votes presented at the meeting are accurate.
  • Ensuring that the votes are conducted in accordance with all meeting rules.
  • Applying any required multipliers to the votes
  • Provide a final voting report for filing purposes

An issuer can typically expect to receive two (2) invoices from BetaNXT, which are generated and distributed on a weekly basis.

Invoices are generated for the distribution of proxy materials to the underlying shareholders of your company. BetaNXT invoices for votes captured, tabulated, and reported by our system. Invoices for ad hoc material distribution will arrive separately from invoices for the vote tabulation. These generally will arrive within one month of each other.

If you have any questions regarding a BetaNXT invoice, please contact us at billingsupport@betanxt.com or call (877) 763-1671.

Invoicing

Invoice Process

• On or within five days of the mailing date, an invoice (BPX) for processing, postage and distribution is transmitted.
• On or within five days of the meeting date, an additional invoice (BPV) covering vote return processing is transmitted.
• Invoices are sent according to billing instructions, which should be provided to BetaNXT at the origin of the job setup using our preferred standardized Campaign Setup Form. In the absence of the Campaign Setup Form, a broker search card notification, an issuer notification, or other source will determine the billing party.
• Postage advance invoices may be submitted up to 10 days prior to mailings for postage that is estimated to be higher than $15,000.
• BetaNXT will invoice based on instructions given by your company or third-party age. Please provide the following information prior to the event setup:
  • Billing party
  • Billing contact name
  • Address
  • Telephone number
  • Email address

Payment Terms

Postage Advance Invoices

• Terms are due upon receipt and must be received by BetaNXT via credit card, check, wire transfer or ACH within two business days of the invoice date.

All Other Invoices

• Terms are net 30 days

Fees for Service

BetaNXT follows the fee schedule established by NYSE Rule 451. A copy of the fee schedule and a sample invoice are included on the Resources tab.