On October 26, the SEC proposed amendments to the federal proxy rules that would require participants in a proxy contest to use universal proxy cards that include the names of all duly nominated director candidates. Universal proxy cards would allow shareholders voting by proxy to vote for their preferred combination of registrant and dissident nominees in a contested election of directors. Under the current proxy rules, shareholders who wish to vote a split ticket must generally attend the shareholder meeting and vote in person. The purpose of the proposed rules is to afford shareholders who vote by proxy the same voting choices available to shareholders who vote in person. The proposed rules set forth certain notice, filing, minimum solicitation and formatting requirements that would apply to universal proxy cards.
The SEC also proposed amendments that would require public companies to more clearly specify the applicable voting options and standards in all director elections.
Please click here to view this Sidley Update in PDF format.
If you have any questions regarding this Sidley Update, please contact the Sidley lawyer with whom you usually work, or
|Paul L. Choi
+1 312 853 2145
|Holly J. Gregory
+1 212 839 5853
|John P. Kelsh
+1 312 853 7097
|Beth E. Peev (formerly Flaming)
+1 312 853 7443
|Claire H. Holland
+1 312 853 7099
Sidley Corporate Governance Practice
To receive Sidley Updates, please subscribe at www.sidley.com/subscribe.
Sidley Austin provides this information as a service to clients and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship.
Attorney Advertising - For purposes of compliance with New York State Bar rules, our headquarters are Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019, 212.839.5300; One South Dearborn, Chicago, IL 60603, 312.853.7000; and 1501 K Street, N.W., Washington, D.C. 20005, 202.736.8000