U.S. patent application number 14/324849 was filed with the patent office on 2015-06-11 for methods and systems for consolidating, distributing and integrating issuer information for a voting entity.
The applicant listed for this patent is Broadridge Investor Communication Solutions, Inc.. Invention is credited to Robert Niebanck.
Application Number | 20150161838 14/324849 |
Document ID | / |
Family ID | 51177992 |
Filed Date | 2015-06-11 |
United States Patent
Application |
20150161838 |
Kind Code |
A1 |
Niebanck; Robert |
June 11, 2015 |
METHODS AND SYSTEMS FOR CONSOLIDATING, DISTRIBUTING AND INTEGRATING
ISSUER INFORMATION FOR A VOTING ENTITY
Abstract
Various embodiments of the present invention relate to methods
and systems for consolidating, distributing and integrating issuer
information for a voting entity. More particularly, in one
embodiment of the present invention a computer implemented voting
method is provided, comprising: consolidating vote request
information relating to a security owned by a beneficial owner and
held by at least two custodians for the beneficial owner;
generating at least a first computer file including the
consolidated vote request information; electronically transmitting
the first computer file to a computer system of a voting entity;
integrating the first computer file into a database associated with
the computer system of the voting entity; receiving, at the
computer system of the voting entity, at least one beneficial owner
vote instruction sent from the beneficial owner; and generating at
least one voting entity vote instruction responsive to the
consolidated vote request information, wherein the voting entity
vote instruction is generated by the computer system of the voting
entity based at least in part upon the integrated first computer
file and the beneficial owner vote instruction from the beneficial
owner.
Inventors: |
Niebanck; Robert; (East
Moriches, NY) |
|
Applicant: |
Name |
City |
State |
Country |
Type |
Broadridge Investor Communication Solutions, Inc. |
Jersey City |
NJ |
US |
|
|
Family ID: |
51177992 |
Appl. No.: |
14/324849 |
Filed: |
July 7, 2014 |
Related U.S. Patent Documents
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Application
Number |
Filing Date |
Patent Number |
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11153115 |
Jun 15, 2005 |
8788318 |
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14324849 |
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60646076 |
Jan 21, 2005 |
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Current U.S.
Class: |
705/12 |
Current CPC
Class: |
G06F 11/00 20130101;
G06Q 40/04 20130101; G07C 13/00 20130101 |
International
Class: |
G07C 13/00 20060101
G07C013/00 |
Claims
1. A computer implemented voting method, comprising: consolidating
vote request information relating to a security owned by a
beneficial owner and held by at least two custodians for the
beneficial owner; generating at least a first computer file
including the consolidated vote request information; electronically
transmitting the first computer file to a computer system of a
voting entity; integrating the first computer file into a database
associated with the computer system of the voting entity;
receiving, at the computer system of the voting entity, at least
one beneficial owner vote instruction sent from the beneficial
owner; and generating at least one voting entity vote instruction
responsive to the consolidated vote request information, wherein
the voting entity vote instruction is generated by the computer
system of the voting entity based at least in part upon the
integrated first computer file and the beneficial owner vote
instruction from the beneficial owner.
2. The method of claim 1, further comprising generating at least a
second computer file including confirmation of the receipt of the
first computer file having the consolidated vote request
information.
3. The method of claim 2, wherein the second computer file is
generated using the computer system of the voting entity.
4. The method of claim 3, wherein the generating of the first
computer file is carried out by a data consolidation computer
system and the second computer file is electronically transmitted
to the data consolidation computer system from the computer system
of the voting entity.
5. The method of claim 4, further comprising generating at least a
third computer file including the voting entity vote
instruction.
6. The method of claim 5, wherein the third computer file is
generated using the computer system of the voting entity.
7. The method of claim 6, wherein the third computer file is
electronically transmitted to the data consolidation computer
system from the computer system of the voting entity.
8. The method of claim 7, further comprising generating at least a
fourth computer file including confirmation of the receipt of the
third computer file having the voting entity vote instruction.
9. The method of claim 8, wherein the fourth computer file is
generated using the data consolidation computer system.
10. The method of claim 9, wherein the fourth computer file is
electronically transmitted to the computer system of the voting
entity from the data consolidation computer system.
11. The method of claim 1, further comprising receiving notice from
an issuer of securities or their agent requiring distribution of
vote request information.
12. The method of claim 11, wherein the consolidating is carried
out by a data consolidation computer system and the notice from the
issuer of securities or their agent is electronically transmitted
to the data consolidation computer system in the form of at least
one computer file.
13. The method of claim 1, further comprising receiving, from each
of the custodians, information relating to the security owned by
the beneficial owner and held by the custodians for the beneficial
owner.
14. The method of claim 13, wherein the information relating to the
security owned by the beneficial owner and held by the custodians
for the beneficial owner is selected from the group including: (a)
the name of the beneficial owner; (b) the address of the beneficial
owner; (c) the share positions of the beneficial owner; and (d) at
least one account number associated with the beneficial owner.
15. The method of claim 13, wherein the consolidating is carried
out by a data consolidation computer system and the information
relating to the security owned by the beneficial owner and held by
the custodians for the beneficial owner is electronically
transmitted to the data consolidation computer system in the form
of at least one computer file.
16. The method of claim 1, wherein the beneficial owner vote
instruction is electronically transmitted to the computer system of
the voting entity in the form of at least one computer file.
17. The method of claim 1, wherein the beneficial owner is an
institutional shareholder.
18. The method of claim 1, wherein the vote request information
relates to at least one of: (a) a domestic vote; (b) a contest
vote; and (c) a non-North American vote.
19. The method of claim 1, wherein the steps are carried out in the
order recited.
20. A computer infrastructure apparatus for voting, comprising: a
data consolidation computer system; and a computer system of a
voting entity; wherein the data consolidation computer system
consolidates vote request information relating to a security owned
by a beneficial owner and held by at least two custodians for the
beneficial owner; wherein the data consolidation computer system
generates at least a first computer file including the consolidated
vote request information; wherein the data consolidation computer
system electronically transmits the first computer file to the
computer system of the voting entity; wherein the computer system
of the voting entity integrates the first computer file into a
database associated with the computer system of the voting entity;
wherein the computer system of the voting entity receives at least
one beneficial owner vote instruction sent from the beneficial
owner; and wherein the computer system of the voting entity
generates at least one voting entity vote instruction responsive to
the consolidated vote request information, wherein the voting
entity vote instruction is generated by the computer system of the
voting entity based at least in part upon the integrated first
computer file and the beneficial owner vote instruction from the
beneficial owner.
Description
RELATED APPLICATIONS
[0001] This application is a continuation of U.S. patent
application Ser. No. 11/153,115, filed Jun. 15, 2005, which claims
the benefit of U.S. Provisional Application Ser. No. 60/646,076,
filed Jan. 21, 2005, the entirety of these applications are hereby
incorporated herein by reference.
FIELD OF THE INVENTION
[0002] Various embodiments of the present invention relate to
methods and systems for consolidating, distributing and integrating
issuer information for a voting entity.
[0003] More particularly, in one embodiment of the present
invention a computer implemented voting method is provided,
comprising: consolidating vote request information relating to a
security owned by a beneficial owner and held by at least two
custodians for the beneficial owner; generating at least a first
computer file including the consolidated vote request information;
electronically transmitting the first computer file to a computer
system of a voting entity; integrating the first computer file into
a database associated with the computer system of the voting
entity; receiving, at the computer system of the voting entity, at
least one beneficial owner vote instruction sent from the
beneficial owner; and generating at least one voting entity vote
instruction responsive to the consolidated vote request
information, wherein the voting entity vote instruction is
generated by the computer system of the voting entity based at
least in part upon the integrated first computer file and the
beneficial owner vote instruction from the beneficial owner.
[0004] For the purposes of the present invention, the term
"security" means any financial instrument (or series of
instruments) which is issued by a corporation, government, or other
entity and which offers evidence of equity or debt.
[0005] Further, for the purposes of the present invention, the term
"issuer" means any entity issuing a security.
[0006] Further still, for the purposes of the present invention,
the term "custodian" means any entity that holds and safeguards a
security owned by a beneficial owner and includes, but is not
limited to, for example, a bank, a broker or a trust company.
[0007] Further still, for the purposes of the present invention,
the term "beneficial owner" means the entity entitled to the
benefits of ownership even though another party such as a custodian
actually has possession and/or title to the security.
[0008] Further still, for the purposes of the present invention,
the term "voting entity" means an entity authorized to transmit
voting instructions on behalf of a beneficial owner.
[0009] Further still, for the purposes of the present invention,
the term "institutional shareholder" means an entity that is the
ultimate beneficial owner of a publicly traded security and
includes, but is not limited to, for example, an investment
manager/advisor, a private and/or public pension fund manager
and/or an investment company.
BACKGROUND OF THE INVENTION
[0010] Rules and regulations promulgated by the U.S. Securities and
Exchange Commission and various self-regulatory organizations
(e.g., New York Stock Exchange) typically require issuers of
publicly traded securities to distribute certain information to the
ultimate beneficial owners of their securities. Such information
typically includes notices of shareholder meetings and proxy
statements that contain proposals to be voted upon by shareholders.
In this regard, institutional shareholders commonly hold securities
through at least one, but typically several, custodians in "street"
name (institutional shareholders use more than one custodian for
purposes including asset protection and/or a means of managing
services and fees).
[0011] Various mechanisms for information distribution and voting
have been proposed. Examples include the mechanisms described in
the following U.S. patent documents.
[0012] U.S. Pat. No. 5,671,358 relates to a system for voting stock
component interests. More particularly, this patent relates to a
data processing system for processing the voting of partial stock
interests via equity and options, comprising computer means for
determining and storing component factors for equity and for
calculating and storing component factors for options and vote
component factors corresponding to each of said component factors
for options, wherein each said vote component factor is indicative
of the right to receive a partial vote attributed to each of said
component factors for options, wherein said component factors for
options are at least two of: (i) a component interest indicative of
the right to receive a partial share of stock equal in value to a
stipulated price or a full share of stock of the company on a
predetermined future date, whichever is the lesser value; (ii) a
component interest indicative of the right to receive a partial
share of stock equal in value to the appreciation, if any, of the
share of stock above the stipulated price on the predetermined
date; (iii) a component interest indicative of the right to receive
substitute payments equal in amount to dividends declared with
respect to a given date which is prior to the predetermined future
date and which goes to zero value at the predetermined future
date.
[0013] U.S. Pat. No. 5,758,097 relates to a system for voting stock
component interests. More particularly, this patent relates to a
data processing system for processing the voting of partial stock
interests via equity components comprising computer means for
calculating and storing component factors for equity component
interests and vote component factors corresponding to each of said
component factors, wherein each said vote component factor is
indicative of the right to receive a partial vote attributed to
each of said equity component factors, wherein said equity
component factors are at least two of: (i) a component interest
indicative of the right to receive a partial share of stock equal
in value to a stipulated price or a fall share of stock of the
company on a predetermined future date, whichever is the lesser
value; (ii) a component interest indicative of the right to receive
a partial share of stock equal in value to the appreciation, if
any, of the share of stock above the stipulated price on the
predetermined date; and (iii) a component interest indicative of
the right to receive substitute payments equal in amount to
dividends declared with respect to a given date which is prior to
the predetermined future date and which goes to zero value at the
predetermined future date.
[0014] U.S. Pat. No. 5,819,271 relates to a corporate information
communication and delivery system and method including entitlable
hypertext links. More particularly, this patent relates to an
integrated computer-implemented corporate information delivery
system. A database stores research reports produced by and received
electronically from brokerage firms. Authorization information
specifies who is authorized to access each research reports. The
database also stores corporate information about a number of
corporations. Each item of corporate information is produced by and
received electronically from one of the corporations about that
corporation. Authorization information specifies who is authorized
to access each item of corporate information. A research delivery
module allows a user to submit a query and receive query results
listing research reports and corporate information satisfying the
query and that the user is authorized to access. A corporate
register module outputs corporate information, the corporate
information output according to a common format. The corporate
information may be distributed via the Internet.
[0015] U.S. Pat. No. 5,864,871 relates to an information delivery
system and method including on-line entitlements. More
particularly, this patent relates to an integrated
computer-implemented corporate information delivery system. A
database stores research reports produced by and received
electronically from brokerage firms. The database also stores
corporate information about a number of corporations. Each item of
corporate information is produced by and received electronically
from one of the corporations about that corporation. Authorization
information ("entitlements") specifies who is authorized to access
each research report or item of corporate information. An
entitlement subsystem allows the contributor of the research report
or item of corporate information to dynamically change, on-line,
the entitlement status of any or all users/subscribers. A research
delivery module allows a user to submit a query and receive query
results listing research reports and corporate information
satisfying the query and that the user is authorized to access. A
corporate register module outputs corporate information, the
corporate information output according to a common format. The
corporate information may be distributed via the Internet.
[0016] U.S. Pat. No. 6,341,290 relates to a method and system for
automating the communication of business information. More
particularly, this patent relates to a system comprising a server
operable to capture business information from a plurality of
sources, capture distribution information associated with the
business information, integrate the captured information in a
standardized format, and display the captured information. The
system also comprises a database operable to communicate with the
server. The database is operable to store the captured information
and communicate the captured information to the server.
[0017] U.S. Pat. No. 6,865,543 relates to a vote certification,
validation and verification method and apparatus. More
particularly, this patent relates to an election apparatus for
voter certification, validation and verification of voting,
providing a voting device for receiving from a voter a vote for at
least one ballot selection in an election and a generator that
provides a voter validation receipt bearing a voter validation
number containing indicia of the voter and a report of the voting
by the voter. An accessor responsive to the voter validation number
enables the voter to validate the vote by comparing a report of the
vote with an election result tabulated by a vote tabulation center.
An election method is disclosed for voters to certify, validate,
and verify votes tabulated by a vote tabulation center.
[0018] U.S. Patent Application 20010034680 relates to a system and
method for online delivery of investor documents and tabulation and
processing certain investor instructions. More particularly, this
application relates to a system for online delivery of documents to
Investors, and for receiving voting or tendering instructions from
investors including an E-broker system with a database that sends
information to and receives information from an Investor through an
investor system. The system also includes an electronic
dissemination and tabulation system ("EDT") for securely delivering
information directly to or receiving information directly from the
investor system in response to an Investor request sent via the
E-broker system. Furthermore, the EDT system sends information to
the investor system in correspondence to stock holdings of the
Investor as recorded in the E-broker system.
[0019] U.S. Patent Application 20010037234 relates to a method and
apparatus for determining a voting result using a communications
network. More particularly, this application relates to sending
consent email messages to each of the potential voters that may
vote to determine the result of the voting decision. The consent
email message includes a hyperlink (URL) to a consent website,
where potential voters can access the consent website to provide
consent information. Once the consent information for the potential
voters has been gathered, a set of eligible voters is determined
from the potential voters based on those which provided consent
information. The consent information can include consent to receive
electronic information regarding the voting decision as well as
consent to vote electronically. Based on the set of eligible voters
determined, a second email message is sent to each of these
eligible voters, where the second email message provides
notification of a voting website to these eligible voters. When the
eligible voters access the voting website, their identity is
validated, and voting information is collected from those eligible
voters who consented to vote electronically. Additionally, the
voting website may provide the links to the electronic format
information corresponding to the voting issue. When an eligible
voter casts his/her vote, the voting information provided in the
vote is compiled to determine the final voting decision.
Compilation may include storing the voting information in a
database, and may also include generating and sending transfer
agent email messages that provide the voting information to a
transfer agent that is responsible for tallying all of the votes
that are cast.
[0020] U.S. Patent Application 20020082907 relates to a method for
conducting a shareholders meeting with remote participation using a
network. More particularly, this application relates to a method
for conducting a shareholders meeting when shareholders can
participate in the shareholders meeting through a network without
having to actually go to the meeting hall of the shareholders
meeting. Remote shareholders are assigned to satellite sites in
order to spread the processing load among the satellite sites.
Among the meeting site, satellite sites, and remote shareholder
sites of the sponsoring company, votes from remote shareholders
sites are tabulated on the satellite sites and sent to the meeting
site.
[0021] U.S. Patent Application 20030055719 relates to remote
participation and voting in a meeting. More particularly, a system
and method for non-attending members of a group to remotely
participate in a voting meeting through a network such as the
Internet is provided. The system includes authentication, broadcast
and voting computers which work together to authenticate the online
members, broadcast the meeting to the authenticated members, and
receive votes from the authenticated online members.
BRIEF DESCRIPTION OF THE DRAWINGS
[0022] FIG. 1 is a block diagram of an information exchange
infrastructure according to an embodiment of the present
invention;
[0023] FIG. 2 is a block diagram detailing information exchanged
between various elements of FIG. 1;
[0024] FIGS. 3A-1, 3A-2, 3B-1, 3B-2 and 3C are flow charts of an
embodiment of the present invention related to: receiving notice
from a particular issuer of securities or their agent (solicitor)
that a distribution of certain issuer information to an ultimate
beneficial holder of a security is desired and/or required;
consolidating the information against an institutional account
database for a particular voting entity; transmitting the issuer
and custodian information to a designated voting entity;
integrating the information into the voting entity's system;
receiving the voting instructions from the voting entity;
validating and confirming the voting instructions; and reporting
the voting instructions;
[0025] FIGS. 4A, 4B and 4C are flow charts of an embodiment of the
present invention related to: receiving notice from a particular
issuer of securities or their agent (solicitor) that a distribution
of certain issuer information to an ultimate beneficial holder of a
security is desired and/or required; consolidating the information
against an institutional account database for a particular voting
entity; transmitting the issuer and custodian information to a
designated voting entity; integrating the information into the
voting entity's system; receiving the voting instructions from the
voting entity; validating and confirming the voting instructions;
and reporting the voting instructions; and
[0026] FIGS. 5A and 5B are block diagrams of an information
exchange infrastructure according to another embodiment of the
present invention.
[0027] Among those benefits and improvements that have been
disclosed, other objects and advantages of this invention will
become apparent from the following description taken in conjunction
with the accompanying figures. The figures constitute a part of
this specification and include illustrative embodiments of the
present invention and illustrate various objects and features
thereof.
DETAILED DESCRIPTION OF THE INVENTION
[0028] Detailed embodiments of the present invention are disclosed
herein; however, it is to be understood that the disclosed
embodiments are merely illustrative of the invention that may be
embodied in various forms. In addition, each of the examples given
in connection with the various embodiments of the invention is
intended to be illustrative, and not restrictive. Further, the
figures are not necessarily to scale, some features may be
exaggerated to show details of particular components. Therefore,
specific structural and functional details disclosed herein are not
to be interpreted as limiting, but merely as a representative basis
for teaching one skilled in the art to variously employ the present
invention.
[0029] Referring now to FIG. 1, it is seen that in one embodiment
of the present invention a Data Consolidation Computer System 101
receives notice from a securities issuer or their agent (e.g.
Vanguard Capital Management, Verizon Communications, Morrow &
Co. or D. F. King) that a distribution of certain issuer
information (e.g. notice of meeting, agenda, director and/or ballot
information) to the ultimate beneficial owner of the issuer's
security is desired and/or required. In one example (which example
is intended to be illustrative and not restrictive), the notice may
be sent by letter, fax or email and may be input into the Data
Consolidation Computer System 101 via manual data entry. In another
example (which example is intended to be illustrative and not
restrictive), the notice may be sent electronically in the form of
a computer file from an exchange computer system (not shown) to the
Data Consolidation Computer System 101.
[0030] In any case, the Data Consolidation Computer System 101 then
generates and sends a request to first and second designated
custodians associated with Beneficial Owner 105 (i.e., the
beneficial owner of the security which is the subject of the notice
from Issuer/Solicitor 103). The request may be for certain
information (e.g. the names, addresses, share positions and/or
account numbers) associated with Beneficial Owner 105. In one
example (which example is intended to be illustrative and not
restrictive), the request may be in the form of a computer file
sent electronically from the Data Consolidation Computer System 101
to First Custodian Computer System 107 and Second Custodian
Computer System 109. In another example (which example is intended
to be illustrative and not restrictive), the request may be sent to
one or more custodians by letter, fax or email and may be input
into an appropriate computer system via manual data entry.
[0031] Each of the First Custodian Computer System 107 and Second
Custodian Computer System 109 then responds and returns the
requested information to the Data Consolidation Computer System
101. In one example (which example is intended to be illustrative
and not restrictive), the response may be in the form of a computer
file sent electronically from each of the First Custodian Computer
System 107 and Second Custodian Computer System 109 to the Data
Consolidation Computer System 101. In another example (which
example is intended to be illustrative and not restrictive), the
response may be sent by one or more custodians by letter, fax or
email and may be input into Data Consolidation Computer System 101
via manual data entry. Of note, each custodian may be requested or
required to respond within a specified time period (e.g. within two
business days).
[0032] In any case, after the Data Consolidation Computer System
101 receives the requested information from the First Custodian
Computer System 107 (or manually from the custodian associated
therewith) and the Second Custodian Computer System 109 (or
manually from the custodian associated therewith), the Data
Consolidation Computer System 101 matches the requested information
against an institutional account database (see, e.g., FIGS. 3A-1,
3A-2 and 4A). The Data Consolidation Computer System 101 then
consolidates the issuer information and prepares the issuer
information to be transmitted.
[0033] In one example (which example is intended to be illustrative
and not restrictive), this sending is based on an "InstID" for a
particular consolidated data feed client. Further, the consolidated
issuer information may be transmitted at a specified time period
(e.g. each business night) to Voting Entity Computer System 111. In
another example, a secure "File Transmission Protocol" with
transmission encryption transmits the consolidated issuer
information. In another example (which example is intended to be
illustrative and not restrictive), the issuer information (e.g.
each of the files) is transmitted uniquely and provides positive
confirmation that the full file has been received at the
destination IP address. In another example, the transmission
process can be fully automated.
[0034] In yet another example, the presence of a file in an
outbound mailbox associated with the Data Consolidation Computer
System 101 may initiate an automated scheduler task that sends the
file to the IP address associated with the file. In yet another
example, a confirmation process may be employed (e.g., upon
successfully sending the file(s), a notification (e.g. email) may
be generated and sent to the Data Consolidation Computer System 101
indicating that the file(s) have been successfully transferred). In
another example, an assigned time window may be established and
thus, if the assigned time window elapses before the file(s) are
successfully transmitted, a notification may be generated.
[0035] In any case, once the Voting Entity Computer System 111
receives the consolidated issuer information (including, for
example, vote request information (or ballots)), the issuer
information is integrated into the Voting Entity Computer System
111. For example (which example is intended to be illustrative and
not restrictive), software may be used to convert the issuer
information into the protocol of the Voting Entity Computer System
111 and then such converted information may be inserted into one or
more databases associated with the Voting Entity Computer System
111.
[0036] In a further embodiment, the Voting Entity Computer System
111 sends a notification (e.g. ballot confirmation file) to the
Data Consolidation Computer System 101 to confirm that the Voting
Entity Computer System 111 received and/or integrated the issuer
information. In one example, if the Data Consolidation Computer
System 101 does not receive such notification (e.g. the Voting
Entity Computer System 111 did not confirm that the issuer
information was received and/or integrated), the Data Consolidation
Computer System 101 may continue to send the information until the
Data Consolidation Computer System 101 receives such
confirmation.
[0037] Finally, the Voting Entity Computer System 111 responds to
the Data Consolidation Computer System 101 with vote instructions.
In one example (which example is intended to be illustrative and
not restrictive), these vote instructions to the Data Consolidation
Computer System 101 may be based upon instructions received by the
voting entity from Beneficial Owner 105. In another example (which
example is intended to be illustrative and not restrictive), the
vote instructions may be derived from the `standing instructions`
of the voting entity. (e.g., always vote with management proposals;
always vote against shareholder proposals). In another example
(which example is intended to be illustrative and not restrictive),
the vote instructions may be derived from the research available as
applied to the policy of the institution based on the type of
proposal (e.g. vote against executive compensation proposals where
dilution exceeds 3%). In another example (which example is intended
to be illustrative and not restrictive), the instructions may be
sent by letter, fax or email from the Beneficial Owner 105 to the
voting entity and may be input into the Voting Entity Computer
System 111 via manual data entry. In another example (which example
is intended to be illustrative and not restrictive), the
instructions may be sent electronically in the form of a computer
file from a beneficial owner computer system (not shown) to the
Voting Entity Computer System 111.
[0038] In additional embodiments relating to certain issuer
information that is "issuer ballot information," the types of votes
returned by the Voting Entity Computer System 111 to the Data
Consolidation Computer System 101 with a vote instruction may
include, but are not necessarily limited to: domestic vote, contest
vote and/or non-North American vote. For example, each of these
votes may have a corresponding file and thus, each file may contain
a specific type of vote (e.g., that may be processed on a different
schedule than the other types). In this regard, domestic votes may
be sent in a "DomesticVote" File, contest votes may be sent in a
"ContestVote" File and non-North American votes may be sent in a
"GlobalVote" File. In another example, domestic votes may be the
most prolific and thus, may be sent numerous (e.g. three) times
daily. In another example, non-North American votes may be sent to
coincide with a global voting cycle. In a further example, contest
votes may be done on request or once daily if there are contested
meetings in their solicitation period.
[0039] In a further embodiment, the voting instructions are
automatically validated upon receipt by the Data Consolidation
Computer System 101 (including a receipt to the Voting Entity
Computer System 111 that the voting instruction has been accepted
by the Data Consolidation Computer System 101 for processing in the
next update, or the voting instruction has been rejected for a
specific reason).
[0040] In another example, the voting entity reviews (e.g., via the
Voting Entity Computer System 111) the receipt from the voting
instruction validation and can correct any voting instruction that
has been rejected. The voting entity can then either resubmit or
delete the voting instruction (the review/resubmit/delete process
may be carried out manually or automatically). Consequently, based
on the validation process, the voting entity can account for all
records of the voting instruction including voting instruction
sent, voting instruction accepted and/or voting instruction
rejected.
[0041] In a further embodiment, the accepted voting instructions
are then entered into the Data Consolidation Computer System 101
for processing and subsequent reporting to the appropriate
tabulator, solicitor, sub-voting entity transfer agent and/or
equivalent entity.
[0042] In a further embodiment (see e.g., FIG. 3C), a ballot record
of an entry of a voting instruction is prepared for distribution to
the voting entity. For example, the ballot record may include all
voting instructions processed and when they were processed
including, for example, the specified time (e.g.
day/date/hours/minutes/seconds). In another example, the ballot
record may include information about when the voting instruction
was processed as well as how the voting instruction was cast and
thus, provide a confirmation to the voting entity of exactly how
and when the voting instruction occurred.
[0043] Reference is now made to FIG. 2, showing details of the
information flow (including consolidated data feed) between Data
Consolidation Computer System 101 and Voting Entity Computer System
111. In this FIG. 2, the consolidated data feed comprises meeting,
agenda, director, ballot and vote confirmation information. It is
to be understood, of course, that the various specifics presented
in connection with this embodiment (e.g., file names, file types,
number of files, event times, etc) are simply examples provided for
illustrative purposes only, and are not restrictive.
[0044] In any case, it is seen that under this embodiment a
consolidated data feed runs from the Data Consolidation Computer
System 101 to the Voting Entity Computer System 111 through File
Transfer 201a. In one example, File Transfer 201 may comprise four
files: one "Meeting File; one "Agenda file"; one "Director File";
and one "Ballot File" (which may include both new ballots and
ballots with voted confirmations (e.g., in a specified format)). In
another example, the consolidated data feed may run daily. In
another example, the consolidated data feed may run daily at
nightly updates that reflect the daily ballot generation and vote
confirmations.
[0045] In addition to a protocol confirmation which may be carried
out in connection with the above-mentioned File Transfer 201 from
Data Consolidation Computer System 101 to Voting Entity Computer
System 111, Voting Entity Computer System 111 may produce a
"Ballot-Confirm File" to be transmitted back to the Data
Consolidation Computer System 101 through File Transfer 201b (which
File Transfer 201b back to Data Consolidation Computer System 101
may include one or more "Result Codes").
[0046] For the voting entity's vote instructions (see File Transfer
201c), the Voting Entity Computer System 111 provides to the Data
Consolidation Computer System 101 a "Domestic Vote File," for all
the voting entity's vote instructions for all ballots received from
the Data Consolidation Computer System 101 with a first type of
control indicia or code (e.g., a twelve-digit control number). In
one example, the voting entity may provide instructions to the Data
Consolidation Computer System 101 as soon as the instructions are
available. In another example, a "Domestic Vote File" instruction
file transfer may run from the voting entity to the Data
Consolidation Computer System 101 for a specified number of times
per day (e.g. no less than three times each business day at
mutually agreed upon schedules). In one specific example (which
example is intended to be illustrative and not restrictive), the
runs may occur at: 7 AM (which may reflect appropriate votes
beginning with "Day of Meeting Voting Reports"; 3 PM (which may
reflect appropriate votes beginning with "Final Voting Reports";
and 10 PM (which may reflect appropriate votes beginning with "Day
Before Meeting Voting Reports".
[0047] The voting entity also provides to the Data Consolidation
Computer System 101 a "Global Vote File," for all the voting
entity's vote instructions for all ballots received from the Data
Consolidation Computer System 101 with a second type of control
indicia or code (e.g., a thirteen-digit control number). In one
example, the "Global Vote File" instruction file transfer runs from
the Voting Entity Computer System 111 to the Data Consolidation
Computer System 101 for a specified number of times per day (e.g.
daily at a mutually agreed upon schedule such as prior to 1
PM--which will then be reflected in the daily distribution of
global votes for that same day).
[0048] Further, "Contest Votes" may be transmitted in a similar
manner through File Transfer 201d.
[0049] In addition, confirmations associated with the various votes
sent from the Voting Entity Computer System 111 to the Data
Consolidation Computer System 101 may be sent back to the Voting
Entity Computer System 111 from the Data Consolidation Computer
System 101 through File Transfers 201c and 201d.
[0050] For security purposes, the various file transfers may be
fully encrypted. In one example, the Voting Entity Computer System
111 and the Data Consolidation Computer System 101 may use known
hosts authentication, and transfer files between hosts with known
keys (there may be an exchange of host keys and use of these keys
to verify the host machine). In another example, the various file
transfers may utilize a checksum file (e.g., MD5 checksum).
[0051] Continuing with the above-mentioned embodiment of the
present invention directed to a consolidated data feed comprising
meeting, agenda, director and ballot information, the following
provides more specific examples of the interaction between the
outbound consolidated data feed from the Data Consolidation
Computer System 101 to the Voting Entity Computer System 111 and
inbound information from the Voting Entity Computer System 111 to
the Data Consolidation Computer System 101. Again, of course, it is
to be understood that the various specifics presented in connection
with this embodiment (e.g., file names, file types, number of
files, event times, etc) are simply examples provided for
illustrative purposes only, and are not restrictive.
[0052] In any case, for the outbound consolidated data feed process
(i.e., from the Data Consolidation Computer System 101 to the
Voting Entity Computer System 111), file names may be established
as follows for the corresponding information:
VotingEntityagenda.dat; VotingEntityballot.dat;
VotingEntitydirector.dat; VotingEntitysecurity.dat; and flag.dat.
Of note, the "VotingEntity" portion of the filename may be replaced
by the actual name of the voting entity to which the file is
directed and the agenda, director, ballot and security data for
each file may contain appropriate issuer data.
[0053] In one specific example (which example is intended to be
illustrative and not restrictive), the files for the outbound
consolidated data feed process may be processed and then placed on
a PGP server during a designated time window (e.g. between 1:30 AM
and 4:30 AM every Tuesday-Saturday morning). The files for the
outbound consolidated data feed process may then be "PUT" to an FTP
server to be picked-up by the voting entity.
[0054] In this regard, any failure or confirmation emails may be
sent and/or received within above-mentioned designated time window
(if any required email(s) are not received within this time window,
appropriate escalation and/or remediation procedures may be carried
out).
[0055] For the inbound ballot confirmation process (i.e., from the
Voting Entity Computer System 111 to the Data Consolidation
Computer System 101), a file named VotingEntityBallConf.dat.pgp may
be established. This VotingEntityBallConf.dat.pgp file may be
generated in response to the VotingEntityballot.dat file from the
consolidated data feed process. This Voting EntityBallConf.dat.pgp
file may be expected to be received by the Data Consolidation
Computer System 101 during a designated time window (e.g. between 8
AM and 10 AM every Monday-Friday).
[0056] Again, any failure or confirmation emails may be sent and/or
received within above-mentioned designated time window (if any
required email(s) are not received within this time window,
appropriate escalation and/or remediation procedures may be carried
out).
[0057] For a first time period inbound vote process (i.e., from the
Voting Entity Computer System 111 to the Data Consolidation
Computer System 101), a file named VotingEntityDom.sub.--7.dat.pgp
may be established. This first time period inbound vote process may
occur at about 7 AM, such that the VotingEntityDom.sub.--7.dat.pgp
file may be expected to be received, for example, every
Monday-Friday between 6 AM and 8 AM. Again, any failure or
confirmation emails may be sent and/or received within the
appropriate time window (if any required email(s) are not received
within this time window, appropriate escalation and/or remediation
procedures may be carried out).
[0058] For a first time period outbound vote process (i.e., from
the Data Consolidation Computer System 101 to the Voting Entity
Computer System 111), a file named VotingEntityOutD07.dat may be
established. This VotingEntityOutD07.dat file is generated in
response to the first time period inbound vote file named
VotingEntityDom.sub.--7.dat.pgp and this VotingEntityOutD07.dat
file may be expected to be processed during a specified time frame
(e.g. every Monday-Friday between 6 AM and 9 AM).
[0059] Again, any failure or confirmation emails may be sent and/or
received within the appropriate time window (if any required
email(s) are not received within this time window, appropriate
escalation and/or remediation procedures may be carried out).
[0060] For a second time period inbound vote process (i.e., from
the Voting Entity Computer System 111 to the Data Consolidation
Computer System 101), a file named VotingEntityDom.sub.--15.dat.pgp
may be established. This first time period inbound vote process may
occur at about 3 PM, such that the VotingEntityDom.sub.--15.dat.pgp
file may be expected to be received, for example, every
Monday-Friday between 2 PM and 4 PM.
[0061] Again, any failure or confirmation emails may be sent and/or
received within the appropriate time window (if any required
email(s) are not received within this time window, appropriate
escalation and/or remediation procedures may be carried out).
[0062] For a second time period outbound vote process (i.e., from
the Data Consolidation Computer System 101 to the Voting Entity
Computer System 111), a file named VotingEntityOutD015.dat may be
established. This VotingEntityOutD015.dat file is generated in
response to the second time period inbound vote file named
VotingEntityDom.sub.--15.dat.pgp and this VotingEntityOutD015.dat
file may be expected to be processed during a specified time frame
(e.g. every Monday-Friday between 2 PM and 5 PM).
[0063] Again, any failure or confirmation emails may be sent and/or
received within the appropriate time window (if any required
email(s) are not received within this time window, appropriate
escalation and/or remediation procedures may be carried out).
[0064] For a third time period inbound vote process (i.e., from the
Voting Entity Computer System 111 to the Data Consolidation
Computer System 101), a file named VotingEntityDom.sub.--20.dat.pgp
may be established. This first time period inbound vote process may
occur at about 8 PM, such that the VotingEntityDom.sub.--20.dat.pgp
file may be expected to be received, for example, every
Monday-Friday between 7 PM and 9 PM.
[0065] Again, any failure or confirmation emails may be sent and/or
received within the appropriate time window (if any required
email(s) are not received within this time window, appropriate
escalation and/or remediation procedures may be carried out).
[0066] For a third time period outbound vote process (i.e., from
the Data Consolidation Computer System 101 to the Voting Entity
Computer System 111), a file named VotingEntityOutD020.dat may be
established. This VotingEntityOutD020.dat file is generated in
response to the third time period inbound vote file named
VotingEntityDom.sub.--20.dat.pgp and this VotingEntityOutD020.dat
file may be expected to be processed during a specified time frame
(e.g. every Monday-Friday between 7 PM and 10 PM).
[0067] Again, any failure or confirmation emails may be sent and/or
received within the appropriate time window (if any required
email(s) are not received within this time window, appropriate
escalation and/or remediation procedures may be carried out).
[0068] Continuing with the above-mentioned embodiment of the
present invention directed to a consolidated data feed comprising
meeting, agenda, director and ballot information, the following
provides yet more specific examples of an outbound vote validation
process (i.e., from the Data Consolidation Computer System 101 to
the Voting Entity Computer System 111). Again, of course, it is to
be understood that the various specifics presented in connection
with this embodiment (e.g., file names, file types, number of
files, event times, etc) are simply examples provided for
illustrative purposes only, and are not restrictive (this example
refers to outbound file VotingEntityOutD07.dat and inbound file
VotingEntityDom.sub.--7.dat.pgp, although the process may of course
be utilized in connection with other files).
[0069] In any case, it is noted that the vote validation file
VotingEntityOutD07.dat from the Data Consolidation Computer System
101 to the Voting Entity Computer System 111 is in response to the
vote file VotingEntityDom.sub.--7.dat.pgp from the Voting Entity
Computer System 111 to the Data Consolidation Computer System 101
and that the vote validation file is created and placed on a PGP
server. Further, one or more batch programs watch for the vote
validation file (e.g., during a designated time window). Once the
file is successfully found on the PGP server, a batch file runs the
following processes: [0070] 1. Encrypts the vote validation file on
the PGP server. [0071] 2. FTP's the encrypted file from the PGP
server to an FTP server. [0072] 3. Runs an FTPcheck utility that
verifies the "get" process was successfully completed. [0073] 4.
Archives the file to maintain, for example, 5 generations of the
file. [0074] 5. Runs an NDM task that generates an email to notify
of the successful placement of the file on the FTP server.
[0075] Regarding error checking of the above process, it is noted
that: (a) if a designated file is not available on the PGP server
by a designated time, then an alarm or email may be generated to
notify of the failure; (b) if the FTPcheck utility detects a
failure in the FTP "put" process the utility may generate a failure
alarm or email; and/or (c) if one or more of the batch processes
fails to run successfully, an alarm or email may be generated.
[0076] In another embodiment of the present invention the Voting
Entity Computer System 111 receives files for meetings, agendas,
directors and ballots on a specified time frame and during this
specified time frame the Data Consolidation Computer System 101
accepts from the Voting Entity Computer System 111 domestic,
global, and contest votes.
[0077] Further, the following are examples of software programs
that may be used to implement various processes associated with the
present invention: [0078] A program that creates a report using
data captured as part of a billing system. The report displays the
specific details behind the billing numbers. In one example (which
example is intended to be illustrative and not restrictive), the
data being captured may comprise the number of vote instructions
being sent to the Voting Entity Computer System 111 at a specified
time. [0079] A program that creates a Meeting information file. In
one example (which example is intended to be illustrative and not
restrictive), this program may check a specified table to determine
if a ballot has been created for a particular meeting. If a ballot
has been created, then the meeting information pertaining to this
ballot is created. If no ballot is found, then the meeting
information is not created. [0080] A program that creates a Ballot
information file. [0081] A program that creates an Agenda Director
Information file. In one example (which example is intended to be
illustrative and not restrictive), this program may check a
specified table to determine if a ballot has been created for a
particular meeting. If a ballot has been created, then the Agenda
Director information pertaining to this ballot is created. If no
ballot is found, then the Agenda Director information is not
created. [0082] A program that processes a file that the Voting
Entity Computer System 111 sends on a specified time frame. In one
example (which example is intended to be illustrative and not
restrictive), this file may contain confirmation of the ballot
records the voting entity has received from a prior consolidated
data feed. This file may be used to update each individual ballot
record on a Ballot table reflecting if ballot was accepted or
rejected by the voting entity (and implicitly confirm that meeting
and agenda information pertinent to said ballot has also been
received and inserted). [0083] A program that creates an Agenda
Proposal Information file. In one example (which example is
intended to be illustrative and not restrictive), this program may
check a specified table to determine if a ballot has been created
for a particular meeting. If a ballot has been created, then the
Agenda Proposal information pertaining to this ballot is created.
If no ballot is found, then the Agenda Proposal information is not
created. Also, if no ballot is found, then a notation may be used
to mark the records that did not have ballots to allow the Data
Consolidation Computer System 101 to check them periodically to
determine if a ballot was created for these meetings, so the Data
Consolidation Computer System 101 can send them to the Voting
Entity Computer System 111.
[0084] Regarding the ballot confirmation discussed above, after the
ballots have been integrated into the Voting Entity Computer System
111, a ballot confirmation file may be created and then sent back
to the Data Consolidation Computer System 101. Once the Data
Consolidation Computer System 101 receives this file, the Data
Consolidation Computer System 101 may delete the downloaded file(s)
and update the ballot files with the result codes and download
flags. This may be done as each ballot confirmation is integrated
into the Data Consolidation Computer System 101. In one example
(which example is intended to be illustrative and not restrictive),
the following data elements may be written out to this file:
institution ID of the ballot, control number, agenda key, and
result code.
[0085] Regarding the ballot information, the ballot file may
contain, for example, two types of ballots: Unvoted and Voted.
Specifically, the ballot may be sent once when it is created and a
second time when the Data Consolidation Computer System 101 has
processed a voting instruction for the ballot. In one example
(which example is intended to be illustrative and not restrictive),
a first check may be whether the job number/security combination
for a meeting exists; the next check may be whether the agenda
exists; the next check may determine if the control number exists.
As stated earlier, the ballot may be sent once when it is created
and a second time when the Data Consolidation Computer System 101
has processed a vote. The vote information may be sent in several
fields, including, but not limited to: vote date field (date vote
was recorded by the system), proposal vote field (string of the
proposal votes), director vote field (string of director votes for
a domestic director proposal). Ballots for contested meetings may
be linked to the appropriate committee via the agenda key.
[0086] The recipient (e.g. voting entity) of the consolidated data
feed may create independent audit reports of those meetings,
agenda, directors and/or ballots that fail during the integration
process and then take appropriate action concerning how to resolve
the issue.
[0087] As mentioned above, various files (e.g., which correspond to
certain issuer information) may be automatically transferred during
a predefined time window between the Data Consolidation Computer
System 101 and the Voting Entity Computer System 111. The
transferred files may require both a verification of the protocol
and an application validation of the data that is transferred at a
record level (even though the Voting Entity Computer System 111 may
have a different protocol than the Data Consolidation Computer
System 101, both the verification and validation steps may be
carried out). In one example (which example is intended to be
illustrative and not restrictive), the verification step may
comprise a confirmation that all of the required issuer information
was received by the Voting Entity Computer System 111. Thus, in one
example (which example is intended to be illustrative and not
restrictive), if ballot information only is sent, the ballot
information will not be applied to the Voting Entity Computer
System 111 database unless there is also the associated meeting and
agenda information attached. Consequently, under this example, if
the Data Consolidation Computer System 101 receives confirmation of
ballot information, then this necessarily means that the meeting,
agenda and ballot information have all been successfully integrated
into the Voting Entity Computer System 111 database.
[0088] In a further example (which example is intended to be
illustrative and not restrictive), the validation step may comprise
that, for every voting instruction file that the Data Consolidation
Computer System 101 receives, the Data Consolidation Computer
System 101 responds with a voting instruction validation file that
includes, for example: the number of voting instructions in the
transmission; the number of voting instructions accepted; and the
number of voting instructions rejected by type of rejection
followed by the detail concerning the voting instruction record
that was rejected. As such, the validation step may provide
information that is necessary to confirm that all of the voting
instructions, which were transmitted, are also accounted for.
[0089] In yet another embodiment, the present invention provides a
voting entity with a system for integrating, organizing and
displaying certain issuer information for a plurality of custodians
holding positions in the same issuer that can be integrated with
any platform (and/or protocol) chosen by the voting entity. For
example (which example is intended to be illustrative and not
restrictive), each voting entity can use a single application
interface to receive certain issuer information from a third party,
to transfer voting instructions to the third party and to receive
confirmation that the instruction has been processed on the
appropriate ballot. In yet another example (which example is
intended to be illustrative and not restrictive), the present
invention may include a data processing method (and associated
system) for providing certain issuer information to a voting entity
in a security of an institution held across a plurality of
custodians, comprising the steps of: receiving certain issuer
information from the plurality of custodians in a common protocol
between a proxy agent and the custodians; consolidating the certain
issuer information from each custodian into a single consolidated
data feed by individual voting entity; distributing the certain
issuer information to the voting entity by a controlled
hierarchical transfer, wherein the distributing step comprises
confirmation of a receipt and confirmation of consolidation with
the voting entity; and collecting vote instructions, wherein the
distributing step comprises confirmation of vote instructions
execution to the voting entity.
[0090] In yet another embodiment, the present invention may be
utilized for an election relating to, for example, a beneficial
proxy, a registered proxy, a corporate action, a contested
election, a political election, and/or a trade election
[0091] In yet another embodiment, the present invention comprises
one or more of the following steps: requesting and collecting
information on the specific identity of members of a population
that are eligible to respond on an issue; identifying the
appropriate members of the population; communicating and
distributing the information to the members of the population,
consolidating the distribution of the responses acquired from
different sources; collecting the response on any issues
distributed; and returning a confirmation that the response has
been received and processed with a recapitulation of the response
as instructed.
[0092] Of note, the present invention may, of course, be
implemented using any appropriate computer hardware and/or computer
software. In this regard, those of ordinary skill in the art are
well versed in the type of computer hardware that may be used
(e.g., a mainframe, a mini-computer, a personal computer ("PC"), a
network (e.g., an intranet and/or the Internet)), the type of
computer programming techniques that may be used (e.g., object
oriented programming), and the type of computer programming
languages that may be used (e.g., C++, Basic). The aforementioned
examples are, of course, illustrative and not restrictive.
[0093] While a number of embodiments of the present invention have
been described, it is understood that these embodiments are
illustrative only, and not restrictive, and that many modifications
may become apparent to those of ordinary skill in the art. For
example, certain methods have been described herein as being
"computer implementable". In this regard it is noted that while
such methods can be implemented using a computer, the methods do
not necessarily have to be implemented using a computer. Also, to
the extent that such methods are implemented using a computer, not
every step must necessarily be implemented using a computer.
Further, the specific dates, time spans, rates, prices, values and
the like described with reference to the various examples are, of
course, illustrative and not restrictive. Further still, while the
present invention has been described principally with respect to
interchanging information with one issuer of securities or their
agent (solicitor), the invention could, of course, be configured to
interchange information with a plurality of issuers of securities
or their agents. Further still, while the present invention has
been described principally with respect to interchanging
information with one voting entity, the invention could, of course,
be configured to interchange information with a plurality of voting
entities. Further still, while the present invention has been
described principally with respect to interchanging information
with one beneficial owner, the invention could, of course, be
configured to interchange information with a plurality of
beneficial owners. Further still, while the present invention has
been described principally with respect to interchanging
information with two custodians, the invention could, of course, be
configured to interchange information with a different number of
custodians. Further still, the present invention may be used in
connection with any identifiable population eligible to respond to
an issue. Further still, various securities exchanges (e.g., the
New York Stock Exchange, the American Stock Exchange, the NASDAQ)
may send and/or receive information for use hereunder. Further
still, actual votes can be substituted for voting instructions.
* * * * *