SEC Proposes Universal Proxy Cards In Contested Elections

On October 26, 2016, the SEC proposed amendments to the proxy rules that would require the use of universal proxies in all non-exempt solicitations in contested elections of directors. The focus of the SEC proposal is to require the inclusion of the names of both registrant and dissident nominees on a universal proxy card in order to more closely resemble how shareholders can vote in person to elect directors at shareholder meetings. The SEC also proposed amendments to proxy card and proxy statement disclosure requirements to more clearly specify applicable voting options and standards in all director elections.

Rationale for the Proposal

A shareholder voting in person at a shareholder meeting may select among all of the duly nominated director candidates, including director candidates nominated by shareholders, and vote for any combination of candidates. Shareholders voting by proxy, however, are currently limited to choosing among candidates nominated by the