June 26, 2015

SEC Chair Speaks: Universal Proxy Ballots Coming?

As reported by this WSJ article, SEC Chair White delivered this speech yesterday at the Society’s National Conference. In her speech – which focused on proxy-related matters – Chair White advised that she “asked the staff to bring appropriate rulemaking recommendations before the Commission on universal proxy ballots.” A universal proxy ballot provides security holders a means to vote for management & proponent nominees on a single ballot in an election contest. This allows a security holder to mix & match votes between nominees of the company & the proponent – without attending & voting in person at the meeting. Chair White also encouraged companies & proponents to voluntarily use “some form” of universal proxy ballot while the SEC Staff prepares its rulemaking recommendation. Here’s an excerpt from her speech:

All of the participants [of a roundtable held on ways to improve the proxy voting process] agreed that if the Commission were to revise the proxy rules to implement a universal proxy ballot, the “devil would be in the details.” Questions include when a universal ballot could be used, whether it would be optional or mandatory and under what circumstances, whether any eligibility requirements should be imposed on shareholders to use universal ballots, what the ballot would look like, and whether both sides must use identical universal ballots.

Chair White’s speech also covered the topics of preliminary voting results, “unelected” directors & shareholder proposals – which included comments on Rule 14a-8(i)(9) relating to proxy access proposals.

First to the Finish: CalSTRS Inaugural Sustainability Report Released

Check out the first Sustainability Report of CalSTRS, posted in our “Social Responsibility” Practice Area. As explained in this press release, the sustainability report meets the reporting guidelines of the Global Reporting Initiative and is the first sustainability report from a US public pension fund to do so. As noted in the press release, the report highlights:

– Retirement security: legislative approval of a CalSTRS full funding plan.

– Investment impact: 288-percent increase in green bond holdings over fiscal year 2012-13.

– Business transparency: public access to all of our proxy votes through the website.

– Environmental efforts: 22-percent decrease in water usage from the year 2013 at the LEED Platinum-certified CalSTRS Headquarters building.

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season 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:

– Shareholder Engagement: TIAA-CREF
– Delaware Weighs In: Plain Vanilla Advance Notice Bylaws
– Some Ways to Shorten 10-Ks & 10-Qs
– Shareholder Proposals: Doing Research Through Free Databases
– Chamber: Report on How to Deal With Proxy Advisor Conflicts

– Jeff Werbitt