In recent years, The Coca-Cola Company has redesigned its annual proxy statement to better present information in an easy-to-read manner. This is part of the company’s ongoing commitment to simplify and effectively explain matters that are addressed at the annual meeting to ensure shareowners can make informed decisions. 

Broc Romanek, disclosure lawyer and founder of, shares his views on what makes a proxy usable and why he thinks Coke's proxy has these qualities. 

Why is usability important?

A lot of people don’t know what the term "usability" means. It’s a science where people are observed about how they read. Online, people tend to skim more. Their eyes will go quickly to graphics or a link because it’s underlined and in a different color. When people are asked what they go to on a page, it’s often different when they’re observed, so many people don’t even understand their own behavior when it comes to reading online. It’s important to understand how our work product is consumed.

What makes a proxy statement usable?

The first key aspect of the online version is navigation. People normally don’t read these whole documents—they go to the sections that matter to them most. With print, you have a table of contents to guide you. Online, companies can do much more. The use of graphics is also increasingly critical. For the print version, making the disclosure “inviting” is often overlooked. With PDFs, the simple use of color, appropriate captions and paragraph breaks can all be huge drivers in making disclosures more inviting.

Why did you decide to start the proxy disclosure awards?

The awards are a way to pay homage to those who invest time and resources to undertake what can often be a thankless task. I also wanted to make sure awards were transparent.

How did you choose the award categories?

I wanted to highlight people who are most proud of their executive summaries and being “most improved” for their print proxy.

Why do you think Coca-Cola won for best overall proxy and best online proxy?

It’s so visually inviting. The box motif is powerful for both mobile & the web. It fits in with the entire Journey theme of the company’s overall website – making publishing a part of the company’s brand.  For example, the tabs for the items on the company’s ballot are all in the form of a bottle cap.

In terms of the writing, check out the “Proxy Summary” with its “Roadmap of Voting Matters.” The font size and use of boldface makes you want to read. It feels like a magazine – not a legal compliance document.

What have you seen other companies do with their proxy statements to enhance usability?

General Electric and Prudential are some of the bigger companies that are leading the pack. But there are a number of smaller companies too – Weatherford International, Hologic and Nabor Industries. 

How do you think proxy statements and disclosure generally will continue to evolve in the future? 

I think companies are slowly getting it. Oddly, it’s not the outside law firm lawyers pushing this move – it’s the in-house lawyers and corporate secretaries who are more in touch in this era of shareholder engagement. Also, this year we’ve had a sudden burst of activity with proxy access. This surge of companies enacting proxy access will also highlight the fact that these annual meetings are not routine anymore. 

Read a recent Wall Street Journal article on how companies like Coca-Cola are using graphics and interactive content to bring their proxy statements to life (subscription required).