Goodwin suggested companies include a disclosure in this year’s proxy statement to address the new universal proxy Rule 14a-5e(4), which requires companies to disclose in their annual proxy statement the deadline for shareholders to give timely notice to the company of dissident nominations for inclusion on a universal proxy card in connection with the next annual meeting. Under Rule 14a-19(b)(1), dissidents are required to provide companies with notice of their intent to solicit proxies and the names of their nominees at least 60 calendar days before the anniversary of the previous year’s annual meeting. The firm provides this sample disclosure:
To comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than [INSERT DATE THAT IS 60 DAYS PRIOR TO ONE YEAR ANNIVERSARY OF 2022 ANNUAL MEETING].
The new rule applies to all shareholder meetings involving contested director elections held after August 31, 2022.
Access additional resources on our Universal Proxy page.
This post first appeared in the weekly Society Alert!