When NorthWestern Energy’s senior corporate counsel and corporate secretary Timothy Olson was called to the stage to accept the award for best proxy statement (small to mid-cap), it felt as if the air had been sucked from the room. Although NorthWestern had been short-listed in this category for the prior two consecutive years, nobody expected its modest two-person team’s efforts to prevail over those of rivals with much greater resources. But the judges liked NorthWestern’s very clear board biographies that gave more attention to the individual directors’ qualifications than is usually seen. They also found the proxy much easier to find on the company’s website than those of some other companies, and easier to navigate.
NorthWestern improved navigation by adding section titles in the headers. It also improved overall readability of the proxy through a range of formatting enhancements. As well as incorporating visual design elements and color to emphasize critical information, it extended these design themes throughout the proxy’s compensation tables.
Olson devotes nearly three quarters of his time to preparing, designing and producing the proxy statement, starting in December and culminating with the filing in early March. NorthWestern’s compensation and benefits group provides the compensation data that goes into the compensation discussion and analysis section, but Olson and his assistant, Emily Larkin, receive no assistance from human resources.
‘One big focus we’ve had in the last three to four years is the peer compensation comparison, where we really get in-depth on what our peers are doing,’ says Olson. ‘There’s two of us: we gather all the data, crunch the numbers and spit out the graphs for that.’
The proxy does get an executive review, with the chair of the compensation committee (known as the human resources committee at NorthWestern) being particularly involved. ‘He’s got a lot of good ideas and he’s helped improve our proxy statement over the years,’ Olson says. ‘But most of the work is done by two people. The only people we pay are Broadridge, to tally our votes. Everything is done in-house, from the design work to the filing.’
NorthWestern’s 2014 proxy statement also included a proposal to amend the company’s equity compensation plan and make additional shares available for awards under the plan. To maximize shareholder support for the proposal, Olson and Larkin concentrated on providing a clear explanation of its ramifications for shareholders and how NorthWestern uses the plan in its compensation program. The proposal provided information shareholders needed through bulleted lists of the key plan amendments, major plan features and the factors the compensation committee and board considered in proposing additional shares.
For photos of the awards, click here.