SEC Proposes "Universal" Proxy Card For Contested Elections

The SEC today proposed amendments to the proxy rules to require parties in a contested election to use universal proxy cards that would include the names of all director nominees. The proposal gives shareholders the ability to vote by proxy for their preferred combination of board candidates, similar to voting in person. The proposed rules would require proxy contestants to provide shareholders with a proxy card that includes the names of both management and dissident director nominees. In addition, the proposed rules would require management and dissidents to provide each other with notice of the names of their nominees, establish a filing deadline and a minimum solicitation requirement for dissidents, and prescribe presentation and formatting requirements for universal proxy cards.