The Division of Corporation Finance of the Securities and Exchange Commission has issued three compliance and disclosure interpretations providing guidance on when companies must “unbundle” matters in their proxy statements so that shareholders are given the opportunity to vote on each material item individually. These interpretations address situations involving multi-faceted charter amendments, amended and restated charters and equity incentive plan amendments. Public companies, especially public companies currently in the process of preparing their proxy statements, should analyze the agenda for their shareholder meetings to determine if matters being presented for shareholder approval need to be unbundled.
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