Blogs

TheCorporateCounsel.net (subscription required) shared two examples of recently amended bylaws that reserve the white proxy card for company use, which numerous firms have advised based on white cards traditionally being associated with management’s recommendations.

• Alphabet Amended and Restated Bylaws (2.12 PROXIES)
  Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.
• Exxon Mobil Revised Bylaws (General (c)(vi))
  Any shareholder, Shareholder Associated Person or Substantial Participant soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the corporation’s board of directors.

See these memos (all of which address the white card topic): “Considerations for Public Company Bylaw Amendments in View of the New SEC Universal Proxy Rule” (Greenberg Traurig); “Practical takeaways of universal proxy card voting in contested director elections” (Davis Polk) and “Preparing for the 2023 Proxy Season in the Era of Universal Proxy” (Wachtell Lipton) and additional resources on our Universal Proxy page.

                         This post first appeared in the weekly Society Alert!