SEC Proposes Universal Proxy Cards For Contested Director Elections

On October 26, 2016, the Securities and Exchange Commission (the "Commission"), in 2-1 vote, proposed revisions to its proxy rules that would require registrants and dissident shareholders to use universal proxy cards naming all board nominees in contested elections of directors. Under current rules, registrants and dissidents use competing proxy cards, which effectively prevent shareholders from voting by proxy for their chosen mix of director candidates, but rather require them to vote for either the registrant's nominees or the dissident's preferred mix of dissident nominees and registrant nominees. Shareholders must attend, or have a representative attend, the shareholders' meeting in person to vote for a slate of directors that is not available via either proxy card. A universal proxy card as proposed by the Commission would include all registrant and dissident nominees on one card, as well as any proxy access nominees. A key goal of the proposed rules, as stated