SEC Adopts New Rules Providing Proxy Access for Shareholders

The U.S. Securities and Exchange Commission (the "SEC") has adopted new rules providing shareholders access to the proxy statements of public companies for the purpose of nominating and soliciting support for a limited number of director nominees.¹ Companies may not, by shareholder action or otherwise, "opt out."² For virtually every public company, these rules can have significant effects on the proxy process. Therefore, now is the time for companies to begin planning for the 2011 proxy season.

Effective for 2011 Proxy Season

The new rules will be operative for the 2011 proxy season.³ The submission of shareholder nominees for inclusion in a company's proxy materials is permitted only during a window period beginning 150 calendar days before the anniversary of the date that the company mailed its proxy materials for the prior year's annual meeting and ending 120 calendar days before that anniversary.⁴ If any part of the 2011 window period is open for a subject