The SEC (by a 2-1 vote) has proposed amendments to the proxy
rules that would mandate the use of a system of universal proxy
cards in contested director elections. Universal proxy cards would
include the names of both company and dissident nominees on one
card.
Importantly, the proposed amendments generally will not apply to
a company's proxy solicitation unless there is a director
election contest—except for the proposed amendments that
concern updating the form of proxy and voting standards disclosure
which will apply to any proxy materials for any election of
directors, whether contested or uncontested.
Background for Universal Proxy Cards in Contested Director
Elections
The SEC's main policy motivating the use of universal proxy
cards in contested director elections is to replicate as much as
possible the general ability of shareholders—when attending a
meeting and voting in person—to mix and match their voting
preferences among the company and dissident
