On October 26, 2016, the US Securities and Exchange Commission (SEC) proposed a mandatory universal proxy to be used for all contested director elections. Under this proposal, each universal proxy card would list all management and dissident nominees for director, enabling shareholders voting by proxy to pick and choose among the different slates of candidates, similar to the manner in which they would be able vote for directors in person at a contested shareholders meeting. The SEC also proposed changes to proxy cards and proxy statement disclosure regarding voting standards and options applicable to all director elections. This Legal Update summarizes the proposed amendments to the proxy rules and comments on related practical considerations for companies.
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