SEC to Weigh Universal Proxy Proposal

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By Phyllis Diamond

Oct. 20 — The Securities and Exchange Commission will decide Oct. 26 whether to propose rule changes that would allow investors voting by proxy to “split their ticket” and choose among both management and shareholder director candidates in a contested election.

Institutional investors have said the “universal ballot” would level the playing field for investors who can't attend shareholder meetings in person.

Republican riders to a House-passed SEC funding bill would bar the agency from adopting a rule to allow universal proxy ballots (132 SLD, 7/11/16). The provision, however, isn't likely to thwart the rulemaking initiative. The White House has threatened to veto the spending bill, which would cut $50 million from the agency's budget in fiscal 2017.

Exempt Offerings

The commission also will consider at the open meeting whether to adopt changes related to 1933 Securities Act rules aimed at facilitating intrastate and regional securities offerings.

The amendments to Rule 147 and Regulation D Rule 504, proposed a year ago, would allow companies to raise money within a given state without registering with the agency (211 SLD, 11/2/15). Although they disagree about the details, state securities regulators and industry groups generally favor the proposal.

Finally, the agency will consider whether to repeal Regulation D Rule 505. The regulation allows the unregistered offer and sale of up to $5 million in a 12-month period but doesn't permit general solicitation.

The meeting will take place at 10 a.m. at the agency's Washington headquarters.

To contact the reporter on this story: Phyllis Diamond at

To contact the editor responsible for this story: Susan Jenkins at

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