Securities Law Alert: SEC Approves Amendment to Stock Exchange Rule To Eliminate Broker Discretionary Voting in Director Elections


On July 1, 2009, the Securities and Exchange Commission (SEC) voted to approve changes in NYSE Rule 452 to eliminate broker discretionary voting in the election of directors. This rule, applicable to brokers who trade in securities on all U.S. stock exchanges, not just the NYSE, permits brokers to exercise the right to vote shares on their clients’ behalf where the clients have not provided the brokers with instructions as to how they wish their shares to be voted.1 As described in this Securities Alert, issuers will need to evaluate their ability to achieve a quorum, and the potential impact on director elections for stockholder meetings held after January 1, 2010, now that brokers will no longer be able to exercise discretionary voting in director elections.

Please see full alert for more information.

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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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