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December 29, 2021
Notice of Annual Meeting of NFA Members and Board and Nominating Committee Election
Notice of Annual Meeting
NFA will hold its Annual Meeting of Members (Annual Meeting) on Tuesday, February 1, 2022 at 10:00 a.m. (CST), at its offices located at 300 S. Riverside Plaza, Suite 1800, Chicago, IL. The agenda of the meeting is:
Election of one (1) individual to NFA's Board of Directors (NFA Board) in the CPO and CTA category for a position with no conditions on its ranking of CPOs and CTAs reporting any funds under management allocated to futures and swaps on NFA Form PQR and NFA Form PR as of June 30, 2021 (At-Large position).
Members' questions regarding NFA-related topics.
Any other business that may properly come before the Annual Meeting.
To register to attend the Annual Meeting, please email your name, NFA ID# and contact email to firstname.lastname@example.org. Registration is due by Friday, January 28, 2022, at 5:00 p.m. (CST).
CPO and CTA Director Election for Contested Position
NFA's 2022 Board of Directors' election includes a contested election for an At-Large position in the CPO and CTA category. The CPO/CTA Subcommittee of NFA's Nominating Committee nominated Brendan Kalb of ExodusPoint Capital Management LP for this Board position. Additionally, Douglas Bry of Augur Trading Company was nominated for this position through a petition signed by 50 or more Members in the CPO and CTA category. Candidate statements provided by Messrs. Bry and Kalb are included in these materials.
Corporate Election Services is assisting NFA with this contested election. CPO/CTA Members eligible to vote will receive election materials by both mail and email from Corporate Election Services.
Record Date and Voting Eligibility
NFA has set December 28, 2021 as the record date for this election. To be eligible to vote in the election, a Member's voting Membership category on its Form 7-R must be either CPO or CTA as of the record date, and the firm must remain a Member with CPO or CTA as its voting Membership category until February 1, 2022. Any CPO or CTA Member whose Membership is terminated prior to February 1, 2022 is not eligible to vote, and if the Member submits a proxy card, the Member's voting instructions will be ignored and not included in the election.
To satisfy the quorum requirement for the election, at least 50 CPO or CTA Members eligible to vote must be represented by proxy or attend the Annual Meeting in person. NFA encourages all eligible CPO or CTA Members to submit their proxy card (through their Executive Representative) as described below under Voting Methods to ensure the quorum requirement is met.
NFA may contact the Executive Representatives of CPO and CTA Members during the election period to encourage participation and ensure the quorum requirement is met.
Eligible CPO and CTA Members may vote in the election via proxy card or by attending the Annual Meeting and voting in person. The eligible CPO and CTA Members that are present in person or represented by a valid proxy card at the Annual Meeting (provided the quorum requirement is satisfied) shall elect the individual to NFA's Board in the CPO and CTA category by plurality vote.
A hardcopy proxy card that lists Douglas Bry and Brendan Kalb as the Director candidates in the At-Large CPO and CTA category is included with the hardcopy version of the Annual Meeting Notice.
For the proxy card to be valid, the Executive Representative of an eligible CPO or CTA Member must submit the proxy card to Corporate Election Services using one of the following methods:
The Executive Representative may submit the proxy card electronically via the internet in accordance with the instructions on the proxy card. Electronic submissions must be made no later than 11:59 p.m. (CST) on January 31, 2022.
The Executive Representative may submit the proxy card in hardcopy form by signing and dating the hardcopy proxy card and mailing it to Corporate Election Services at the address listed on the proxy card. PROXY CARDS SHOULD NOT BE MAILED TO NFA AND ANY PROXY CARDS RECEIVED BY NFA WILL NOT BE VALID. Hardcopy proxy cards must be received by Corporate Election Services no later than 11:59 p.m. (CST) on January 31, 2022.
In the event a CPO or CTA Member submits multiple proxy cards, in accordance with the procedures adopted by NFA's Board, the last valid proxy card received from the CPO or CTA Member will be counted and all previously submitted proxy cards will be revoked.
The named proxies shall vote as instructed by the CPO or CTA Member. In the absence of a direction with respect to the election, any duly delivered proxy card will be counted as a withhold vote (i.e., not be counted in determining the outcome of the election but will be counted in determining the presence of a quorum at the Annual Meeting). In their discretion, the named proxies will be authorized to vote upon all such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.
In Person Voting
Alternatively, the Executive Representative of an eligible CPO or CTA Member may attend the Annual Meeting and vote in person (instructions will be provided at the meeting). An Executive Representative who has previously submitted a proxy card via mail or electronically may attend the Annual Meeting. However, if the Executive Representative submits a vote at the Annual Meeting, any previously submitted proxy will be revoked. Attendance by an Executive Representative without voting will not impact a previously submitted proxy.
If the election results in a tie vote, NFA's Board, the Chairman of NFA's Board or NFA's President will schedule a Special Meeting of Members to conduct another election.
Board and Nominating Committee Election for Uncontested Positions
In accordance with NFA Bylaw 406, on September 22, 2021, NFA notified all Members of the current Directors and Nominating Committee members whose terms would be expiring in February 2022 and requested recommendations of individuals for NFA's Nominating Committee to consider for nomination to these positions. On November 11, 2021, NFA notified all Members of the Nominating Committee results and advised Members of the procedures by which additional candidates could petition to be nominated for election.
Except for the At-Large CPO and CTA category position on the Board described above, no other Members have petitioned to nominate a candidate for election to the Board or Nominating Committee. Accordingly, NFA's Executive Committee, pursuant to Article VII, Section (3)(c) and Article X, Section 3 of NFA's Certificate of Incorporation, will elect the individuals nominated by the Nominating Committee, excluding the nominee for the At-Large position in the CPO and CTA category, to the Board and Nominating Committee in January 2022.
Please direct any questions or comments regarding the Annual Meeting or the CPO and CTA category Director Election to Carol A. Wooding, General Counsel, Senior Vice President and Corporate Secretary (email@example.com or 312-781-1409) or Anne Joves, Associate General Counsel (firstname.lastname@example.org or 312-781-7452).
NFA Board of Directors — Candidate Statements
- Douglas Bry, President, Augur Trading Company (PDF)
- Brendan Kalb, Global General Counsel, ExodusPoint Capital Management, LP (PDF)