Reacting To Shareholder Proxy Access Proposals

This year, as a result of recent amendments to SEC rules, shareholder proponents can require companies for the first time to allow shareholders to vote on the company's proxy card for proposals to amend the bylaws to facilitate contested elections for directors. If approved, these proposals ("proxy access" proposals) would require a company in the future to permit voting on the company's proxy card for persons that shareholders nominate for election as directors, thus enabling shareholders to mount contested elections at minimal cost.

The deadline for requesting inclusion of proposals in company proxy materials for the spring meeting season approaches in November. To assist companies in considering possible responses to these proposals, this paper will discuss: