TheCorporateCounsel.net

Over on the Proxy Season Blog, my new CCRcorp colleague Meredith Ervine provides a timely reminder that companies should pay close attention to their disclosure concerning vote thresholds and the effect of abstentions, withhold votes and broker non-votes. The blog notes:

Hopefully you have controls and procedures around your disclosure in this area. At a minimum, every year, someone involved in the preparation of your proxy statement should take a close look at the vote thresholds and the impact of abstentions, withhold votes, if any, and broker non-votes, if any, and the way the voting alternatives are presented on the proxy card. This analysis is a complicated one, though, and requires an understanding of state corporate statutes and organizational documents, related case law, stock exchange rules (luckily, recently simplified), broker discretionary voting and SEC disclosure requirements. No matter how many proxies I’d worked on, every year I still pulled up resources to double check how each vote is treated under each approval threshold.

Welcome to the team, Meredith! If you do not have access to the Proxy Season Blog, sign up today to become a member of TheCorporateCounsel.net.

– Dave Lynn