As has already been widely reported (see, e.g., the WSJ's "SEC Poised to Ease Restrictions in Corporate Elections" and Reuters "SEC to consider amendments to disclosures in director elections"), the SEC noticed an open meeting for next Wednesday, October 26th to vote on the issuance of proposed universal proxy rules.
As we have previously reported, SEC Chair White first revealed that she had directed SEC Staff to develop recommendations on universal proxy rulemaking at the Society's annual conference in June 2015, and Staff has since indicated - including in our meeting via the Securities Law Committee with Corp Fin in May of this year - that it had been spending a lot of time considering the details.
CII reacted to the notice as follows:
SEC to Propose Rules on Universal Proxy Card Next Week
The SEC is set to consider at an October 26 open meeting a proposal on universal proxy cards, an issue that CII has pressed for two years. This reform would give shareholders the ability to vote for any combination of management and dissident candidates in contested corporate director elections. It would have no impact on the more than 99 percent of director elections that are uncontested. CII’s General Members voted in 2013 to amend the Council’s Corporate Governance Policies to support universal proxy cards. To follow up on that, the Council submitted a rulemaking petition to the SEC in January 2014 urging the commission to amend the proxy rules to facilitate the use of universal proxy cards. When the SEC hosted a roundtable on the topic in March 2015, CII participated and submitted remarks. Since that time, the Council sent a letters to SEC Chair Mary Jo White in July 2015 and November 2015 emphasizing the critical need for universal proxy cards in director elections.
Stay tuned for more information in the Society Alert.