May 20, 2009
The SEC's New Proposal on Shareholder Director Nominations
Posted by Gordon Smith

The SEC is proposing amendments to the proxy rules to allow for shareholder nominations of directors. Mary Shapiro's announcement speech is here. (text) NYT story here.

A broad description from Shapiro:

Under the proposal before us today, shareholders who otherwise have the right to nominate directors at a shareholder meeting will be able to have their nominees included in the company proxy ballot that is sent to all voters. Given the reality of how the proxy process works, this would turn what would otherwise be a somewhat illusory right to nominate into something that is real — and has a real chance of holding boards of directors accountable to company owners.


I haven't seen the proposal, yet, but a Bloomberg story offers some intriguing details:

The U.S. Securities and Exchange Commission may let investors owning 1 percent of the biggest companies nominate directors on proxy statements....

SEC commissioners voted 3-2 [with Kathleen L. Casey and Troy A. Paredes dissenting] today to seek public comment on the proposal, which applies to companies with market values exceeding $700 million. Investors would have to own a larger proportion of shares to nominate directors at smaller companies.

Under the SEC’s proposal, shareholders would face limits on how many directors they could nominate. If a board had three members, shareholders could recommend one director. If a board had more than three members, then shareholders would be restricted to nominating 25 percent of the board.


I was not a fan of the previous proxy access proposal, but this one sounds more promising. I will follow up with some detailed analysis in later posts.

Corporate Governance, Securities | Bookmark

TrackBacks (0)

TrackBack URL for this entry:
http://www.typepad.com/services/trackback/6a00d8345157d569e201157099edc0970b

Links to weblogs that reference The SEC's New Proposal on Shareholder Director Nominations:

Comments (1)

1. Posted by Brett McDonnell on May 20, 2009 @ 13:23 | Permalink

Based on initial reports, it appears that they have chosen to impose their own preferred rule on all companies, rather than following the bylaw approach which would allow shareholders in each company to decide on their preferred procedure. That's disappointing. But maybe it will look better when we see more details.

Post a comment

If you have a TypeKey or TypePad account, please Sign In

Bloggers
Papers
Posts
Recent Comments
Popular Threads
Search The Glom
The Glom on Twitter
Archives by Topic
Archives by Date
February 2012
Sun Mon Tue Wed Thu Fri Sat
      1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29      
Syndicate The Glom
Subscribe

The Glom's Blog Network on Facebook:

Miscellaneous Links
LexisNexis Top Business Blogs 2011

 LexisNexis Tax Law Community 2011 Top 20 Blogs