If I Were A Carpenter, I’d Build A Better Proxy


As reported by Broc Romanek on May 24, 2011 in The Proxy Season Blog, the United Brotherhood of Carpenters and Joiners of America recently filed a petition for rule making with the Securities and Exchange Commission. The Carpenters would like to see the elimination of the “withhold” option on proxies with respect to the election of directors. They argue that this is a vestige of the “plurality vote standard” era and “is not a valid vote option under any vote standard”.

I agree with the Carpenters that the withhold option on a proxy is not a valid vote option under California law. However, this is because the Carpenters have conflated the execution of a proxy with voting, a subject that I discussed in “A Proxy is not a Vote and Why It Matters“.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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