26 Oct. 2016 | Comments (0)
- Proxy contestants would be required to provide shareholders with a universal proxy card that includes the names of both management and dissident nominees, which would allow shareholders to vote by proxy for the combination of nominees of their choice. Universal proxy cards would be required in all contested elections
- The definition of a “bona fide nominee” would be changed to include a person who agrees to be named in any proxy statement relating to a company’s next meeting of shareholders at which directors are to be elected. The amendment would enable parties to include all director nominees on their universal proxy cards.
- The “short slate rule” would be eliminated because universal proxy cards would make it unnecessary for dissidents to round out their partial slates with management’s nominees.
- Proxy contestants would be required to notify each other of their respective director candidates. A dissident would be required to provide a company with the names of the nominees for whom it intends to solicit proxies no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting date. The company would be required to provide the dissident with the names of the nominees for whom the company intends to solicit proxies no later than 50 calendar days prior to the anniversary of the previous year’s annual meeting date.
- Dissidents would be required to solicit shareholders representing at least a majority of the voting power of shares entitled to vote on the election of directors
- Proxy contestants would be required to refer shareholders to the other party’s proxy statement for information about that party’s nominees and explain that shareholders can access the other party’s proxy statement for free on the SEC website. To ensure that shareholders who receive a universal proxy card will have access to information about all nominees a sufficient amount of time before the meeting, dissidents would be required to file their definitive proxy statement with the SEC by the later of 25 calendar days prior to the meeting date or five calendar days after the company files its definitive proxy statement.
- Universal proxy cards would be subject to presentation and formatting requirements to help ensure that universal proxy cards clearly and fairly present information
- Proxy cards would be required to include an “against” voting option for the election of directors in lieu of a “withhold” voting option in the case when a company has a majority voting standard.