SEC Issues Final Rule on Universal Proxy Cards in Contested Director Elections
November 17, 2021
The SEC has issued a final
rule, Universal Proxy. The final rule will require (1)
“parties in a contested election to use universal proxy cards that include all
director nominees presented for election at a shareholder meeting”; (2) “dissident
shareholders and registrants to provide shareholders with a proxy card that includes
the names of all registrant and dissident nominees”; and (3) “registrants and
dissidents to provide each other with notice of the names of their nominees,
establish a filing deadline and a minimum solicitation requirement for dissidents,
and prescribe presentation and formatting requirements for universal proxy cards.”
For more information, see the press
release and fact
sheet as well as statements by SEC Commissioners Elad
L. Roisman, Allison
H. Lee, Hester
M. Peirce, and Caroline A. Crenshaw on the SEC’s Web site.