June 26, 2009

Random Thoughts (and Worries) about Proxy Access

As we continue to post hordes of memos analyzing the SEC’s proxy access proposal in our “Proxy Access” Practice Area, we’re also are keeping an eye on the comment letters being submitted to the SEC. It’s very early – so most of the comment letters so far are from individuals, including this one from a disgruntled citizen who is mad about the SEC’s handling of Bernie Madoff and this one decrying the tyranny of the voting system (from Thomas Paine no less).

On a more serious note, Ning Chiu of Davis Polk notes: “One of the sleeper issues that has not been noted as much about proxy access is the impact on majority voting. If there’s a shareholder nominee, then majority voting provisions default back to a plurality standard since the definition of a contest is usually phrased as having more candidates than board seats. That limits the power of “vote no” campaigns and ISS “vote no” recommendations, which had an impact on compensation matters this year. It’s possible that activists and ISS would rather have threat of majority voting than a shareholder nominee on the ballot whose chances of getting elected may be slim.”

Just before the SEC posted its proxy access proposing release, I noted that the month wait for the proposal was heading towards a record. [Note that 11% correctly picked “sometime this week” in my poll of predicting when the release would be out; the release came out the day following when the poll went up.]

Former Staffer Scott Taub, now with Financial Reporting Advisors, wisely responded that it wasn’t even close to record “still waiting” territory. He points to the gap between the approval of the draft IFRS roadmap at an open Commission meeting (August 27th last year) and when that proposal was posted (November 14th). That wait will be hard to beat…

The Latest Compensation Disclosures: A Proxy Season Post-Mortem

We have posted the transcript from our recent webcast: “The Latest Compensation Disclosures: A Proxy Season Post-Mortem.”

No, Michael Scott Does Not Work for Us

But I wish he did. For those of you that aren’t fans of the TV show – “The Office” – Michael Scott is a funny character played by Steve Carell. I do watch the show and it’s good, but the reason I have bothered to blog about him is that some of our members have decided to use the names of characters from the show when they leave anonymous questions/answers in our “Q&A Forum.” Here is one of the funnier notes:

I can sell you some paper, but cannot give it away. That would be stealing from my company. Instead, I’ll give you a pass for a free night stay at Schrute Farms.

My superior thanks you, Dwight Schrute, Assistant Regional Manager

I just love it. Just like I love the screen names that members have used for our “Blue Justice League.” My Top 5 there include: To Dye For; Tinkerbell; Clever Hans; moto moto and Professor Bertram.

As long as I’m blogging about TV shows, you need to see Tina Fey trying to get out of jury duty by pretending to be Princess Leia in this video.

– Broc Romanek