Companies Who Encourage Direct Registration
Due to a misinterpretation of a SEC rule in § 240.17Ad–20, any encouragement of directly registering shares has been hard to find in the U.S.
When the WhyDRS team spoke with SEC Chair Gary Gensler, he clarified that there is nothing prohibiting companies from promoting the benefits of the Direct Registration System.
WhyDRS believes the silence around direct registration will change as more issuers and transfer agents realize that it's okay to educate investors about direct registration, and they may even advertise the option of utilizing the DRS.
If you know of any other companies that support and/or incentivize direct registration, or if you are an issuer which has a benefits program for individual investors who directly register, please reach out to us by email at hi@WhyDRS.org!
U.S. Companies That Support the Option of DRS
Papa Johns International Inc.:
So far the only example of a U.S. company that speaks positively about DRS that has been found is Papa Johns International Inc.
They state in their investor relations document: "We believe DRS is the safest and most convenient way to hold your PZZA shares."
French Companies That Incentivize DRS:
In France, companies actively incentivize the direct registration of shares by giving a "preferential dividend" or "bonus dividend" to long term registered shareholders.
L'Oreal Paris offers a 10% loyalty bonus to registered shareholders who have held shares in the DRS for at least 2 years. It means they give a 10% bonus to every dividend paid out to these investors.
L'Oreal laid out the benefits of the DRS vs beneficial ownership:
L'Oreal is even happy to reimburse fees of up to €50 to directly register their shares.
It is clear that direct registration is just as beneficial to the company as it is for the investor, since they're willing to financially incentivize it to such an extent.
EDF is a French energy company that offers a 10% bonus to their dividends to directly registered holders of 2+ years.
They include reference to Article L. 232-14 of the French Commercial Code, which allows for this bonus dividend, but there is a maximum of 10%. Clearly all these companies chose to reward their investors as much as possible. Interestingly, Article L. 232-14 also limits the amount of shares an individual can have eligible for this bonus to 0.5% of the company's capital. Presumably this is to prevent the abuse of this bonus, and prioritize the investors over the insiders. EDF also clarifies that both "pure" and "administered" registered shares apply.
Air Liquide is a French company which supplies industrial gases and services to various industries including medical, chemical and electronic manufacturers. They also offer a 10% bonus to their dividends for directly registered holders of 2+ years.
Air Liquide has an entire FAQ dedicated on different ways to hold your shares, and highlights direct registration as a beneficial option on their factsheet. Air Liquide even provides their own form to transfer your shares from your bank or broker to the direct registration system.
Engie is a French energy company that offers a 10% bonus to their dividends to directly registered holders of 2+ years. They state that they can only identify directly registered shareholders:
Eurazeo is an investment company headquartered in Paris with €25.6 billion in assets under management. Eurazeo not only offers a 10% bonus on their dividends to directly registered holders of 2+ years, but they also double their voting rights.
SEB Groupe is a French household appliance company that spans across many brands. They offer a 10% bonus to their dividends as well, and spell out the restrictions from Article L. 232-14 of the French Commercial Code.
SEB Groupe also offers directly registered shareholders promotional offers on their products, with seemingly no threshold for time held. They also offer double voting rights for registered shareholders of 5+ years.
France clearly demonstrates a wide variety of companies that all want to educate, encourage, and even incentivize their investors about direct registration.
It is something that benefits the company enough that they want to financially incentivize holding shares in the Direct Registration System for long term holders.
Brokers and banks all continue to function well enough despite the reduction of liquidity.
So, why isn't this form of holding being encouraged in the US?