On July 1, 2009, the SEC approved a proposed rule change to amend NYSE Rule 452 and Section 402.08 of the NYSE Listed Company Manual to eliminate broker discretionary voting for the election of directors. The amendment will be in effect for all elections of directors held at stockholder meetings held on or after January 1, 2010. Note that the amendment does not apply to a stockholder meeting that was originally scheduled to be held prior to January 1, 2010, but was properly adjourned to a date after January 1, 2010.
Under the current NYSE Rule 452, the election of directors was considered a "routine" matter, which allowed brokers to vote on such matter if the broker did not receive specific voting instructions from the beneficial owner within ten days of the stockholder meeting. The elimination of the election of directors as "routine" matters could have an impact where companies have adopted majority vote provisions or where companies are targets of "just vote no" or "withhold" campaigns.
