Details Taking Shape on SEC's Universal Proxy Work

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By Rob Tricchinelli

Nov. 20 — The Securities and Exchange Commission's Division of Corporation Finance is fleshing out the details of its upcoming proposal to allow universal proxy ballots in company elections, top division officials said Nov. 20.

The agency has to consider what candidates would appear on the ballots as well as what elections they would apply to, Michele Anderson, the division's associate director, said at an American Bar Association panel in Washington.

“Some of the specific issues that we're contemplating are whether the universal proxy ballots should be mandatory on all parties in a contest, or whether it should merely be the option of a party to a contest,” she said. “We're also thinking about whether universal proxies should be limited to just short-slate elections, where there's somebody that's seeking less than a majority of seats on a board, or whether it should be available in all contests.”


Universal proxy ballots would allow proxy voters to choose among both management and shareholder director candidates in a contested election.

Chairman Mary Jo White endorsed the rulemaking initiative in June (123 SLD, 6/26/15).

The division is also considering what kinds of “timing, filing or dissemination obligations” should be imposed on shareholders in order for them to use a universal ballot, Anderson said.

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