On August 25, 2010, the U.S. Securities and Exchange Commission (“SEC” or “Commission”), by a 3-2 vote, adopted final rules1 (the “Adopting Release”) on facilitating shareholder director nominations through issuer proxy statements, culminating years of consideration of this issue. The final proxy access rules provide that if certain conditions are met, a company will be required to include in its proxy statement shareholder nominations for director.