"Proxy Access" Shareholder Proposals In The 2012 Proxy Season

Background

In August 2010, the Securities and Exchange Commission (SEC) adopted a controversial "proxy access" rule, Exchange Act Rule 14a-11. The rule created procedures applicable to all U.S. public companies by which shareholders that met specified stock ownership thresholds and other requirements could require the company to include director candidates nominated by those shareholders in the company's proxy materials. In July 2011, the U.S. Court of Appeals for the District of Columbia Circuit vacated the proxy access rule, and in September 2011, the SEC announced that it would not appeal the court's decision despite its continuing commitment to finding a means of facilitating shareholder director nominations.