More Shareholder Proposals for Proxy Access?

By Cydney Posner

Although the SEC's proxy-access rules went down in flames in the courts, a number of proxy-access proposals were submitted by shareholders in 2012. According to an article in the WSJ, several proposals passed muster with the SEC and avoided efforts to exclude them, and some even won shareholder approval, all of which "could open the floodgates to even more such proposals next year." It also appears that, after several tries, at least one well known activist has sufficiently perfected the form of his proposal to avoid exclusion by the SEC, thus virtually ensuring that companies will face a blizzard of this same form of proxy-access proposal in the future.  Although the SEC still has authority to revisit the rule, it is currently so occupied with other required rulemaking that "if the agency does take up the rule again, [Corp Fin Director Meredith] Cross said it would likely be informed by the current proposals shareholders are submitting on their own. And in the meantime, without a universal rule, companies are likely to be juggling various proposals with differing thresholds for how long and how many shares investors have to hold to meet proxy access in the coming year. ‘I've now heard from many companies that wish they got to keep the rule we [originally] put in place,' Cross said… ‘Now, instead, they have to deal with all these different shareholder proposals.' "

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