On April 16, 2021, the SEC reopened the comment period on the proposed rules pertaining to the use of universal proxy cards in all non-exempt solicitations for contested director elections. Given the changes to the economic landscape concerning investing and universal proxy handling over the last few years, the SEC is interested in allowing the public to offer additional views.
The October 2016 proposal (proposed amendments and new rules) set forth the following measures:
requiring the use of universal proxy cards in all non-exempt director election contests
revising the consent required of a bona fide director nominee
eliminating the short slate rule
prescribing certain filing, notice, and solicitation requirements of registrants and dissidents when using universal proxy cards
prescribing formatting and other requirements for universal proxy cards
Considering the great number of responses to the 2016 proposal, the SEC has determined that it is appropriate now to reopen the comment period. The SEC’s objectives for reopening the comment period include the following:
continuing progress toward finalizing rules that will facilitate clarity and efficiency for shareholders voting in director elections
allowing the public to share additional views concerning the use of universal proxy cards in director elections, especially considering the corporate governance developments that have occurred since the SEC issued its proposal
permitting the public to submit additional feedback and information related to the rule amendments proposed in 2016 as well as additional comments on the questions raised in the reopening release
allowing the public to comment on developments since the 2016 proposal, such as the proposal’s potential economic and other effects
addressing the additional questions that may arise during the reopening release issued
The SEC requests comment on all aspects of the 2016 proposal and input on possible questions posed in the reopening release, including:
should the proposed rule revisions be extended to registered investment companies and business development companies?
should dissidents be required to solicit most of the voting power of shares entitled to vote, as was proposed in 2016?
The SEC encourages interested parties to submit comment on matters related to universal proxies. The public comment period will remain open for 30 days following publication in the Federal Register. Comments may be submitted electronically via the SEC’s internet comment form, the Federal eRulemaking Portal, or emailed to firstname.lastname@example.org. Paper submissions may be mailed to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. Submissions should refer to File Number S7- 24-16, and if email is used, the file number should appear on the subject line. Information that is submitted will become part of the public record and posted on sec.gov.