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Assistant Corporate Secretary

Position Overview

We are seeking an experienced Assistant Corporate Secretary to join our legal team, focusing principally on Section 16 and New York Stock Exchange (NYSE) compliance, proxy statement preparation, corporate governance, subsidiary maintenance, administration of director compensation programs and governance support for corporate transactions (e.g., acquisitions, divestitures, financings and restructurings).  The ideal candidate will have a firm grounding in corporate governance, with a proven ability to manage complex functions with minimal supervision.

This position requires a high level of professionalism, sound judgment, and the ability to work independently while collaborating with cross-functional and international teams, including executives and directors. Confidentiality and ethical integrity are essential.

This position is part of the staff of the Legal Department and reports directly to the Company’s General Counsel and Corporate Secretary.

The position is located in our corporate offices in Tampa, FL and requires physical presence in the office 5-days per week.

KEY RESPONSIBILITIES

Public Company Governance

• In coordination with the Company’s General Counsel and Corporate Secretary, manage all aspects of Section 16 compliance and NYSE compliance, including the preparation and filing of SEC Forms 3, 4 and 5, annual and one-time filings with the NYSE such as affirmations, dividend notices, etc.
• Coordinate the work of personnel across the Company and outside service providers to draft, file, and mail the Company’s annual proxy statement and related materials.  Coordinate annual governance activities such as the annual Director and Officer Questionnaire process and the related party inquiry results reported in the proxy statement.
• Manage relationships with the Company’s stock transfer agent, proxy solicitor, financial printer, and other vendors who support the proxy statement process.
• Prepare all materials related to the Company’s Annual Meeting of Shareholders and supervise the logistical aspects of the Meeting, including making required filings with the SEC and NYSE after the Meeting.
• Administer the Company’s Board Portal and regularly interact with Board Members on matters of compliance, compensation and governance.
• Maintain databases regarding director and executive stock holdings, dividend reinvestment, and other compensation issues to ensure accurate Section 16 reporting.

General Corporate Governance

• Oversee the Company’s corporate subsidiary management efforts, including drafting annual subsidiary resolutions, administering the Company’s corporate management database, liaising with Company counterparts outside the US  on corporate maintenance, etc.
• Assist attorneys in preparation and filing of documents for the formation and dissolution of US subsidiaries, including Articles of Incorporation, Bylaws, and Certificates of Dissolution; issue stock/unit certificates.
• Draft and maintain corporate documentation such as written consents, resolutions, certifications, and meeting minutes for domestic and international subsidiaries.
• Maintain and update the legal entity database (hCue), including annual audits and jurisdictional certificates of authority and withdrawal.
• Manage corporate agents and coordinate with them across U.S. and international jurisdictions.
• Maintain corporate records, including minute books, stock ledgers, and other key documents for U.S. subsidiaries.
• Obtain and distribute notarizations, apostilles, legalized documents, certified copies, and other filings as needed.
• Assist Tax and Treasury teams with subsidiary transactions, KYC requests, and guarantee agreements.
• Coordinate executive and director signatures on corporate documents.
• Ensure timely submission of corporate filings and reports to regulators (NYSE, SEC).
• Assist attorneys in maintaining and updating corporate compliance policies and procedures.

Equity Administration

• Support the administration of equity plans and coordinate with transfer agents and internal legal teams.
• Monitor insider trading activity and ensure compliance with Section 16 rules.

Mergers & Acquisitions (M&A) and Financings

• Assist with due diligence for M&A and financing transactions, including document collection and review.
• Serve as central point for closing mechanics such as obtaining officer signatures, good standing certificates, etc.
• Support post-merger integration and corporate restructuring initiatives.

General Legal Support

• Collaborate with outside counsel and internal departments including Finance, Investor Relations, and Human Resources on governance issues and M&A transactions.
• Manage contractual relationships with certain key Legal Department vendors.

QUALIFICATIONS

· Bachelor’s degree or paralegal certificate from an ABA-approved program.

· Minimum of 5 years’ experience handling SEC, corporate, and governance matters.

· Working knowledge of the relevant portions of the  Securities Act of 1933, and the Securities Exchange Act of 1934, related rules and regulations, and other federal securities laws.

· Experience preparing and filing all Section 16 filings and information required by US securities laws.

· Working knowledge of NYSE requirements.

· Experience with planning of, preparing for, and handling Annual Meetings of Shareholders.

· Corporate governance experience, including liaison with foreign colleagues/agents for foreign subsidiary management.

· Strategic thinker with the ability to manage multiple priorities and stakeholders.

· Excellent oral and written communication and presentation skills.

· Ability to work independently and proactively, while also being a team player, on a wide variety of tasks in a fast-paced environment with minimal supervision and the exercise of excellent judgment under pressure.

· Ability to manage and prioritize assignments that may be broad in scope and complexity and that involve collaborative work with employees across different departments with varying degrees of seniority.

· Ability to work under tight timelines, under pressure, and with resiliency as risks and priorities change.

· Advanced proficiency in:

· Microsoft Office Suite

· hCue or similar entity management systems

· BoardVantage or similar Board portal

· NYSE Listing requirements

· EDGAR Next

· RDG Filings or similar Section 16 software