Proxy Access Rule

News & Analysis as of

"US Corporate Governance: Will Private Ordering Trump Political Change?"

In the weeks following the U.S. presidential election, companies and investors enjoyed a stock market rally fueled by expectations concerning tax cuts, increased government spending and significant deregulation. While the...more

Capital Markets & Public Companies Quarterly: 2016 Goes Out with a Bang

As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more

Preparation for 2016 Fiscal Year-End SEC Filings and 2017 Annual Shareholder Meetings

As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

First Proxy Access Nominee Rejected

GAMCO Asset Management Inc. made the news when it became the first to submit a nominee for National Fuel Gas’ board of directors using a proxy access by-law. National Fuel Gas has now rejected the nominee because the...more

SEC Proposes Universal Proxy Cards for Contested Director Elections

On October 26, 2016, the Securities and Exchange Commission (the “Commission”), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders to use universal proxy cards naming...more

Recent Proxy Access Developments

To date, nearly 300 companies have adopted proxy access bylaws, including over 40% of S&P 500 companies. Given the widespread adoption of proxy access by large U.S. companies, it was only a matter of time before a shareholder...more

SEC Staff Reiterates No-Action Position on Proxy Access Amendment Proposals

The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more

Update on SEC Proxy Access No-Action Letters

Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more

Financial Services Weekly News - November 2016

Editor's Note Voting Matters. Next week, we head to the polls to elect a new president of the United States and other government representatives. Voting is important because it allows registered citizens to cast their...more

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings

On October 26, 2016, the Securities and Exchange Commission (SEC) proposed amendments to the proxy rules to require parties in contested elections to use universal proxy cards that would include the names of all board of...more

SEC Proposes "Universal" Proxy Card for Contested Elections

The SEC today proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all director nominees. The proposal gives shareholders the ability...more

In Case You Missed It - Interesting Items for Corporate Counsel - October 2016

After a one-month hiatus, we find ourselves with much to catch up on. Brace yourself. The SEC . . . - announced, that it no longer requires Tandy language, generally an acknowledgment in SEC comment...more

Blog: The Financial CHOICE Act Would Dismantle A Whole Lot More In Dodd-Frank Than Just Financial Regulation

by Cydney Posner There has been a fair amount of press regarding the Financial CHOICE Act, a new bill sponsored by Jeb Hensarling, Chair of the House Financial Services Committee. The actual bill has not yet been released,...more

Financial Services Weekly News - March 2016 #4

Regulatory Developments - FHA Revises Loan-Level Certification Form - On March 15, the Federal Housing Administration (FHA) announced changes to its loan-level certification form. The changes resulted from concerns...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2016

For those gearing up for the 2015 conflict minerals report, due June 1, 2016, note that nothing on the legal front has changed. The D.C. Circuit Court’s ruling that requiring a company to state whether its products are “DRC...more

Proxy Access: What do the Shareholders Want?

As Broc Romanek of TheCorporateCounsel.net recently noted, the SEC issued 18 no-action letters regarding the exclusion of shareholder proposals for proxy access under Rule 14a-8(i)(10) – the “substantially implemented” basis....more

"US Corporate Governance: Have We Crossed the Rubicon?"

The general themes on the corporate governance front — shareholder activism, governance activism, scrutiny of board composition, concerns regarding board oversight of risk management, director-shareholder engagement — remain...more

Blog: NYC Comptroller Submits Proxy Access Proposals To 72 Companies For 2016

As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the...more

ISS Defines Acceptable Parameters for Proxy Access Provisions

Summary of Key ISS and Glass Lewis 2016 Proxy Season Policy Updates - Institutional Shareholder Services Inc. (ISS) recently issued, in the form of Frequently Asked Questions, a further update to its 2016 proxy voting...more

ISS Data Verification Deadline and QuickScore Proxy Access Methodology Update

Data Verification - Friday, November 13, 2015, is the deadline for issuers to verify the underlying raw data used to determine the upcoming QuickScore 3.0 results from Institutional Shareholder Services (ISS). Issuers...more

SEC Provides Guidance on Exclusion of Shareholder Proposals

On October 22, 2015, the staff of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (SEC) released the highly anticipated Staff Legal Bulletin No. 14H (SLB 14H) concerning...more

Blog: Corp Fin Issues New SLB Providing Guidance On Rule 14a-8 Exclusions For “Conflicting Proposals” And “Ordinary Business”

Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: - the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting...more

"Key Takeaways: Proxy Access - Latest Developments"

On September 17, 2015, Skadden presented a webinar titled “Proxy Access: Latest Developments.” The panelists were Art Crozier, Chairman of Innisfree M&A Incorporated; Mike Garland, Assistant Comptroller for Corporate...more

ISS Publishes Results of 2015–2016 Annual Global Policy Survey

On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016 global voting policy survey. The survey, which received 421 responses from a combination of...more

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