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As you are preparing your proxy materials this year, keep in mind that the SEC’s universal proxy rulemaking made changes to the disclosure requirements that apply outside of contested election situations. As we noted in our perennial “Annual Season Items” article in the latest issue of The Corporate Counsel:

Rule 14a-4(b) as amended now requires the inclusion of an “against” voting option in lieu of a “withhold authority to vote” option on the form of proxy for the election of directors if state law gives legal effect to such a vote and also permits shareholders to abstain in an election governed by a majority voting standard. In addition, Item 21(b) of Schedule 14A as amended expressly requires the disclosure of the effect of a “withhold” vote.

In the past, the Staff has expressed concern about the lack of clarity in disclosures concerning the votes required for the election of directors, so we can expect the Staff to be paying close attention to any changes to proxy disclosures that result from this latest round of rule amendments.

If you would like to check out more of our coverage of the important topics you need to know as we enter the upcoming annual proxy and reporting season, please email sales@ccrcorp.com to subscribe to The Corporate Counsel newsletter.

– Dave Lynn