- SEC Proposes Amendments Limiting Use of “Withhold” Option on Proxy Cards for all Director Elections
- November 7, 2016
- Law Firm: Greenberg Traurig LLP - New York Office
On Oct. 26, 2017, the SEC proposed proxy rule amendment aimed at ensuring that proxy cards specify all applicable shareholder voting options in all director elections. The proposed amendments will impact all solicitations for director elections that are subject to the proxy rules.
Under the proposed amendments, proxy cards would be required to include an "against" voting option for the election of directors where there is a legal effect of doing so. No option to "withhold" votes would be permitted where an "against" vote has legal effect. The proposed amendments would also require issuers to provide shareholders the ability to "abstain" in a director election governed by a majority voting standard.
In addition, the proposed amendments would require disclosure about the effect of a withhold vote in an election of directors.
Comments on the proposed amendments must be submitted to the SEC on or before 60 days after the publication of the proposals in the Federal Register.