Proxy access has been the darling of the activist shareholder movement for a number of years. Allowing shareholders to include their director nominees with a company’s own proxy materials would greatly reduce the costs associated with effectively running those nominees. Still, companies that are bound by SEC’s proxy rules have been allowed to exclude shareholder nominees from their proxy materials. Using the power granted under Dodd-Frank, the SEC has recently amended Rule14a-8 to make shareholder access to the proxy ballot closer to becoming a reality. Below is a discussion of the amended rule and the merits of those amendments.
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