From complexity to clarity: One company’s proxy breakthrough story

2 minute read
From complexity to clarity: One company's proxy breakthrough sotry

Overview

When a new Deputy General Counsel joined a mid-cap flooring company, she inherited a proxy process built on a maze of legacy vendors, outdated contracts, and unclear ownership. Year one was about surviving it. Year two was about challenging it. And by year three—with the help of Toppan Merrill—she transformed it. What began as a search for a better service provider evolved into a full process overhaul. With targeted advisory support and smart design investments, she reshaped the company’s proxy into a strategic, shareholder-facing document—one that earned internal praise and is now shaping how they approach the annual report.

The backstory: Inheriting a tangle of vendors and expectations

It all began with a steep learning curve. The proxy process was fragmented across multiple service providers—printers, transfer agents, designers, and solicitors —all tied to legacy contracts. Internally, no one owned the full picture. In her first year, she had one goal: get it done.  By her second year, she had ideas for improvements. But proxy innovation wasn’t a priority for leadership—the annual report took center stage. She pushed where she could, but support was limited. Then, an issue with a service provider handling filing and printing gave her the green light to seek a better solution.

The turning point: A fresh approach

That’s when she engaged Toppan Merrill. Instead of presenting a cookie-cutter approach, the Toppan Merrill team—Carolyn Rohn, Mike Spelman, and Karen Fischer—delivered a consultative experience. They started with a full diagnostic:

  • Invoice review: Every invoice tied to the proxy—from printers to postage—was audited to uncover duplicative spend and unnecessary fees.
  • Cost reallocation: Identified savings were redirected to fund enhanced design and strategic advisory services.
  • Design modernization: With support from leadership finally in reach, the team reimagined the proxy layout and storytelling to better reflect the value of the Board of Directors.

The outcome: A proxy with purpose and impact

The results spoke for themselves. Internally, the proxy was praised for its clarity, sophistication, and strategic tone. Externally, shareholders were given a document that actually communicated the Board’s value, rather than burying it in boilerplate.

“Switching to Toppan Merrill has been one of the best decisions I’ve made. The entire team could not be more pleased with the way the proxy turned out this year.”
Deputy General Counsel

The proxy wasn’t just a win—it was a turning point. Leadership saw what was possible. Now, Toppan Merrill is working with the company to apply the same clarity, design quality, and process efficiency to the upcoming Annual Report.

Contact

Mike Spelman

Mike Spelman has decades of experience in regulatory communications and specializes in assisting public companies on best practices regarding shareholder communications and annual meeting preparation. Mike provides valuable guidance to issuers in driving shareholder participation through improved report messaging and strategic delivery. He currently leads Toppan Merrill’s Design Advisory Team, which helps companies improve shareholder connectivity with design and content best practices while simultaneously identifying cost savings opportunities.

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