"Short Slate" Rules - A Recap

"Short slate" proxy contests (i.e., contests where a dissident is soliciting proxies in support of nominees that, if elected, would constitute a minority of the board of directors) are expected to continue to be popular during the 2013 proxy season (see, for example, the International Game Technology proxy contest). There are several strategic and practical reasons why a dissident would choose to run a short slate rather than a control slate, including, among others, the perception among stockholders that adding a limited number of a dissident's nominees is often of some benefit to the company and usually not particularly disruptive, a comparatively greater willingness of proxy advisory firms to support a dissident's short slate rather than a control slate, and the fact that dissidents may want to achieve some influence through a successful campaign but may not want to run the company. What follows is a recap of the basic dos and don'ts under the "short slate" voting