With the so-called universal proxy rule stalled at the SEC since
its proposal in late 2016, some investors have been
taking matters into their own hands. As The Ticker has
previously
reported, the SEC proposed amendments to the proxy rules to
require parties in a contested director election to provide
shareholders with a universal proxy card that includes the names of
both management and dissident nominees, which would allow
shareholders to vote by proxy for the combination of nominees of
their choice.
Under existing rules, management's director nominees are
typically presented as one slate in a company's proxy statement
and proxy card, and the dissident's full or partial slate of
nominees is presented in another. As a result, whereas shareholders
voting in person may vote for any combination of nominees,
shareholders voting by proxy generally must submit their votes on
either the company's or the dissident's proxy card and
cannot choose a combination of nominees
