SEC Proposes Controversial Universal Ballot for Contested Elections

November 4, 2016

The SEC recently proposed amendments to the proxy rules to require the use of a single proxy card in contested elections of directors. This universal ballot would list all director nominees for an annual election of directors, whether proposed by management or dissident shareholders. The proposal would permit shareholders to vote by proxy for their preferred combination of board candidates, as they would be able to do if they attended the meeting in person. According to SEC Chair Mary Jo White, “This change would allow shareholders through the proxy process to more fully exercise their vote for the director nominees they prefer.” The proposed rule also establishes information, notification, presentation and formatting requirements to ensure that shareholders will have access to information about all nominees a sufficient amount of time before the meeting. The proposed rule is controversial and is subject to a 60-day comment period, which makes it highly unlikely that universal proxy cards will be required for the 2017 proxy season. Read the SEC press release.

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