On March 22, the Securities and Exchange Commission’s Division of Corporation Finance issued a new Compliance and Disclosure Interpretation (C&DI) regarding how a registrant must describe a Rule 14a-8 shareholder proposal on its proxy card to be in compliance with Rule 14a-4 (a)(3) of the Securities and Exchange Act of 1934.
Continue Reading SEC Issues New C&DI Relating to Description of Shareholder Proposals on Proxy Cards

Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season. The 2015 push for proxy access was largely spearheaded by the New York City comptroller through his Boardroom Accountability Project. The comptroller, whose goal is to make proxy access universal at US companies, submitted 75 proxy access bylaw proposals to well-known companies with the following parameters: ownership of at least 3 percent of a company’s stock for at least three years and the right to nominate up to 25 percent of a company’s board. These parameters are largely based upon the proxy access rule adopted by the Securities and Exchange Commission in 2010, which was subsequently struck down by a federal court. 
Continue Reading Proxy Access—the Devil Is in the Details

The Securities and Exchange Commission has announced that it will host a roundtable on February 19 on ways to improve the proxy voting process, with a focus on universal proxy ballots and retail (non-institutional) shareholder participation in the proxy process. The roundtable will consist of the following two panels:

  • The first panel will examine (1)

The Security and Exchange Commission’s Divisions of Investment Management and Corporation Finance issued Staff Legal Bulletin No. 20 (IM/CF) on June 30 (SLB 20). SLB 20 provides guidance regarding proxy voting responsibilities of investment advisers and proxy advisory firms’ exemptions from proxy rules. Rule 206(4)-6 under the Advisers Act requires advisers to have written proxy voting policies and procedures. SLB 20 states that advisers can ensure that proxies are being voted in their clients’ best interests if, for example, they periodically sample proxy votes to review compliance with the advisers’ policies and procedures or sample the voting on certain proposals. In any event, an adviser needs to be analyzing, at least annually, whether its proxy voting policies and procedures continue to be reasonably designed to ensure that proxies are voted in clients’ best interests.
Continue Reading SEC Issues Guidance on Proxy Voting