On November 17, 2021, the US Securities and Exchange Commission (SEC) adopted mandatory universal proxy rules that will apply for all contested director elections. Under the final rules, each universal proxy card must 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 to vote for directors in person at a contested shareholders meeting. At the same time, the SEC also made changes to proxy cards and proxy statement disclosure requirements regarding voting standards and certain voting options applicable to all director elections. The amendments will apply to shareholders meetings held after August 31, 2022. This Legal Update summarizes the amendments and notes practical considerations for companies.
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