November 15, 2011

Proxy Access Proposal Filed at MEMC Electronics

Ted Allen of ISS blogged yesterday:

A retail shareholder activist has filed a proxy access proposal at MEMC Electronics, according to the U.S. Proxy Exchange, a group that represents retail investors. The proposal is the first 2012 proxy access resolution to be made public and suggests that U.S. companies may see more access proposals next season than governance observers have expected.

The resolution was filed Nov. 11 by long-time activist Ken Steiner, said Glyn Holton, executive director of the group. Steiner’s measure is based on a model proposal that U.S. Proxy Exchange members developed over the past month as a more permissive alternative to the SEC’s universal access rule, which would have required investor groups to hold a 3 percent stake for at least three years. While some institutional investors have expressed support for these thresholds, retail activists have argued that those hurdles would be too high and would disenfranchise small shareowners.

The U.S. Proxy Exchange’s model proposal urges a company’s board to adopt a proxy access bylaw that would permit director nominees from: any party of one or more shareowners that has held continuously, for two years, 1 percent of the company’s securities eligible to vote for the election of directors, and/or any party of shareowners of whom 100 or more satisfy SEC Rule 14a-8(b) eligibility requirements (i.e., those who hold at least a $2,000 stake for one year). Any such party may make one nomination or, if greater, a number of nominations equal to 12 percent of the current number of board members, rounding down.

Just last week, the U.S. Proxy Exchange, released a revised model proxy access shareholder proposal as blogged upon by’s Jim McRitchie, who is involved with this organization. Here are some thoughts on that from Professor Larry Hamermesh…

SEC Chair Schapiro Speaks at Our Conference

Last week, the SEC posted a transcript of the remarks made by SEC Chair Mary Schapiro at our “Say-on-Pay Workshop: 8th Annual Executive Compensation Conference.”

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Limited Support: The SEC’s Proposal to Replace Reg M Investment Grade Securities Exemptions
– Who’s Soft on White Collar Crime!
– Special Litigation Committees & Insider Trading Claims
– FINRA Guidance on Compliance with New IPO Abuse Rule
– FASB & IASB Repropose Revenue Recognition Standard

– Broc Romanek