SEC Updates Compliance And Disclosure Interpretations Of Certain Proxy Rules And Schedules

The SEC updated Compliance and Disclosure Interpretations ("C&DIs") guidance related to proxy rules and Schedules 14A/C.

The C&DIs clarified, among other substantive changes caused by the revised interpretations, that:

• when an action "is to be taken with respect to the election of directors" and the "persons solicited have cumulative voting rights," a soliciting party can cumulate votes among director nominees by indicating this "in bold-faced type on the proxy card" so long as state law permits;
• a registrant that has received notice of a non-Rule 14a-8 matter is not exempt from the requirement to file proxy materials in a preliminary form if it "cannot properly exercise discretionary authority . . . in accordance with Rule 14a-4(c)(2)";