U.S. SEC Adopts Universal Proxy Card Rules | Morrison Foerster

In general, the final rules:

Mandate the use of a universal proxy card in contested elections that includes the names of both company and dissident nominees, as well as certain other shareholder nominees resulting from proxy access;

Require dissidents to notify companies of their intent to solicit proxies and the names of their nominees no later than 60 calendar days before the anniversary of the previous year’s annual meeting;

Require companies to notify dissidents of the names of their nominees no later than 50 calendar days before the anniversary of the previous year’s annual meeting;

Require each side in a proxy contest to refer shareholders to the other party’s proxy statement for information about the other party’s nominees;

Require dissidents to solicit the holders of at least 67% of the voting power of the shares entitled to vote at the meeting;

Specify formatting and presentation requirements for universal proxy cards; and

Require that proxy cards

(i) include an “against” voting option for director nominees where such options have legal effect,

(ii) include an “abstain” option for director elections where a majority voting standard applies, and

(iii) require disclosure about the effect of a withhold vote in director elections.

U.S. SEC Adopts Universal Proxy Card Rules | Morrison Foerster

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