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2013 Proxy Access Proposals

2012 was the first year that shareholders could take advantage of SEC rules that allow shareholders to submit proxy access proposals to adopt proxy access provisions in a company’s bylaws. Prior to September 2011, Rule 14a-8(i)(8) allowed a company to exclude a shareholder proposal that related to the company’s director election/nomination procedures. The SEC proposed … Continue Reading

ISS Issues 2013 Draft Policies for Comment

Institutional Shareholder Services Inc. ("ISS") issued its 2013 Draft Policies for review and comment.  These draft policies are intended to update ISS’ benchmark proxy voting guidelines.  The draft policies that have been provided for comment include the following topics: Board Response to Majority-Supported Shareholder Proposals (U.S.); Director Over-boarding (Hong Kong & Singapore); Board Tenure Exceeding Nine Years (Hong … Continue Reading

SEC Responds to a Series of Requests for No-Action Letters Addressing Shareholder Proxy Access

On Wednesday, March 7, 2012, the SEC’s Division of Corporate Finance responded to a series of No-Action Requests regarding issues under Exchange Act Rule 14a-8 (under which eligible shareholders are permitted to require companies to include shareholder proposals regarding proxy access procedures in company proxy materials). In these series of letters, CorpFin: (1) stated that … Continue Reading

SEC Elects Not To Seek Rehearing of Opinion Vacating Exchange Act Rule 14a-11 Regarding Shareholders’ Rights to Nominees Be in Proxy Materials

On Tuesday, September 6, the SEC announced that it is not seeking rehearing of the decision by the D.C. Circuit Court of Appeals invalidating Exchange Act Rule 14a-11. That Rule, which was previously discussed here, allowed 3% shareholders (or larger) to use the company proxy statement to nominate directors. As discussed here, on Friday, July … Continue Reading

D.C. Circuit Vacates SEC Exchange Rule 14a-11 Regarding Shareholders’ Rights to Request Their Nominee for the Boards Be Included in the Company’s Proxy Materials

On Friday, July 22, 2011, the D.C. Circuit Court of Appeals issued an Opinion vacating Exchange Act Rule 14a-11. Business Roundtable v. SEC, No. 10-1305, slip op. (D.C. Cir. Jul. 22, 2011). The Rule, which was previously discussed here, allowed 3% shareholders (or larger) to use the company proxy statement to nominate directors.… Continue Reading

SEC Finalizes New Proxy Access Rule

Earlier this week, the SEC finalized a new proxy access rule for 3% shareholders (or larger) that was first proposed over a year ago. Proxy access refers to the right of a shareholder to use the company’s proxy statement to solicit votes for a nominee for the board of directors. Prior to the new rule, … Continue Reading

SEC Spotlight on Proxy Matters

The SEC has started a new webpage titled, “Spotlight on Proxy Matters” to provide investors with general information on the mechanics of proxy voting, the e-proxy rules, corporate elections, and proxy matters generally. The website includes frequently asked questions regarding corporate elections and voting procedures and may be a direct response to the decline in … Continue Reading