Sidley’s Shareholder Activism & Corporate Defense Group has sent a formal comment letter to the SEC regarding the SEC’s proposal to adopt a universal proxy. Our letter states that the proposal creates the equivalent of “proxy access on steroids.” Compared to Rule 14a-8 and the vacated “proxy access” Rule 14a-11, the proposal would confer substantially greater rights to shareholders. However, unlike those Rules, the proposal does not contain any minimum ownership and holding requirements or any related restrictions on the right of use. Our letter recommends that a shareholder using a universal proxy card must have continuously held at least 3% of the total voting power of the subject company for at least three years.
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