As you are likely aware, Rule 14a-19 (the "Universal Proxy Rules") of the Securities Exchange Act of 1934, as amended, went into effect for stockholder meetings held after August 31, 2022.^[1] The Universal Proxy Rules mandate the use of universal proxy cards by management and stockholders soliciting votes in contested director elections, which proxy cards must list all persons nominated for election by management and the soliciting stockholder or stockholder group. Additional requirements under the Universal Proxy Rules include, among others, certain notice and filing obligations as well as a requirement that stockholders proposing their own director nominees in a contested election solicit holders of at least 67% of the voting power of shares entitled to vote in the election of directors.

We have developed Maryland law-compliant advance notice bylaw provisions related to the Universal Proxy Rules. As always, we are committed to work with our Maryland-formed clients to ensure that their bylaws incorporate the latest developments in Maryland law, public company governance generally and current practice among Maryland-formed entities.

We encourage all of our clients to engage in a thorough review of their bylaws on a regular basis and, in particular, at this time to address the Universal Proxy Rules.

[1] Registered investment companies and business development companies are not subject to the Universal Proxy Rules.