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SEC and Shareowner Access to the Proxy


Updated January 2011

We created this Hot Topic focus in Summer 2007 – this is clearly an issue for public companies and their shareowners that is not going away. The owners want a say in certain of the corporate activities for companies in their portfolio.  They will not be ignored.  And while a growing number of companies “get it” and engage with activist shareowners, a much larger number ignore or defy the wishes of owners – hence the growing intensity and number of shareowner proxy campaigns each year.

Here is the dilemma for the Commissioners of the US Securities & Exchange Commission – an issue that has been on the front burner since early in 2008:  Should (or how should) the SEC open up the proxy process (the elements governed by the Commission) for shareowners?  The answers may not be easier to arrive at with the changing of the guard in the new congress in January 2011.

In recent years the SEC has been leaning in favor of providing more access for the owners of the enterprise – for board of director nominations, and for placement of shareowner-sponsored proxy resolutions to be put to the vote by all shareowners at the annual elections.

In the last half of 2007 the SEC attempted to address its dilemma – to come down in favor of owner or manager or try to appease both – by circulating two “competing” proxy proposals for public comment.  At year-end 2007 the SEC came down in favor of the status quo – which was denial of greater access to director nominations and the elections process.  Shareowners, and particularly large institutions, were very unhappy with the Commission’s decision and so the issue moved to the congress and the Dodd-Frank legislation addressed some elements of the issue.

The public debate goes on – and more shareowners have joined the debate as election results on some proxy issues have ratcheted up to record levels.  The 2011 proxy season promises to be one of the most lively yet.

In this “Hot Topic” feature the editors will bring you news and updates, commentary and opinion, research findings, status reports, and especially news of the campaigns on all sides of the issues in Proxy Season 2011.

We also invite you to review the content in Proxy Season Hot Topics – 2011 and the archived 2008, 2009 and 2010 campaigns. 

]Your suggestions and comments are welcome – where do you stand on the issues? 



James McRitchie Columns
Jim McRitchie's popular portal chronicles and facilitates developments in corporate governance: www.CorpGov.Net

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