The SEC's New Universal Proxy Rules for Contested Director Elections: Implications for Shareholder Activism
Notice, Disclosure, Solicitation, Filing, and Formatting, and Other Requirements
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Banking and Finance
- event Date
Wednesday, February 23, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will discuss the SEC's new rules for universal proxy cards in contested director elections, the effect of these new rules on all director elections, including uncontested elections, the new proxy statement disclosures mandated by these new rules, and the potential game-changing impact of these new rules on shareholder activism.
Mr. Gottfried is the founder and CEO of Gottfried Shareholder Advisory LLC, a boutique strategic advisory/consulting firm that advises public companies, the C-suite, and boards of directors on shareholder activism preparedness and defense. Mr. Gottfried is an experienced and sought-after advisor to public companies and their board of directors in connection with shareholder activism, preparedness and defense. Over the course of a career that spans nearly 30 years, Mr. Gottfried has advised numerous public companies in connection with high-profile proxy contests, special meeting demands, consent solicitations, and withhold vote/vote no campaigns, as well as unsolicited acquisition offers and negotiated and contested M&A situations. Mr. Gottfried’s work with public companies and boards of directors has been recognized on numerous occasions. In both 2018 and 2019, Mr. Gottfried was named by the National Association of Corporate Directors (NACD) to its list of Directorship 100 honorees, which recognizes the most influential people in the boardroom community, including directors, corporate governance experts, regulators, and advisors.
Mr. Ball is a Senior Vice President in the Proxy Solicitation Group at Alliance Advisors. He is a recognized expert with extensive experience in corporate control transactions, proxy solicitations and corporate governance. During his career Mr. Ball has specialized in activism and contested situations, strategic consultation, mergers and acquisitions, corporate governance, proxy solicitation, SEC and state proxy regulations, REITs, rights offerings, equity and debt tender offers and complicated transactions requiring shareholder action.
Mr. Stronski concentrates in mergers and acquisitions, corporate governance, securities law and general corporate matters. He has represented acquirers, targets and financial advisors in a number of significant U.S. and international mergers and acquisitions, including public and private transactions, negotiated and contested acquisitions, and other corporate matters. Mr. Stronski also has advised Skadden’s investment banking clients in financings and transactional work, and he has represented both issuers and underwriters in equity and debt offerings.
On Nov. 17, 2021, the SEC adopted final rules requiring the use of universal proxy cards in contested director elections that include all director nominees to be presented at a shareholders meeting. The regulations include notice, disclosure, solicitation, filing, formatting, presentation, and other mandates that will significantly change how contested board elections are conducted.
Currently, shareholders voting by proxy in contested elections cannot vote for a mix of director nominees from competing slates as they could if they voted in person at a shareholders' meeting. Universal proxy cards, including all duly nominated director candidates from the registrant and the dissident, will allow shareholders to vote through the proxy process just as they can vote in person.
Listen as our authoritative panel of speakers, with extensive experience advising on contested director elections and other forms of shareholder activism, discusses the SEC's new rules mandating the use of universal proxy cards in contested director elections.
- Overview of the new universal proxy rules
- New Rule 14a-19
- New notice and filings requirements for all soliciting parties
- New formatting and presentation requirements for universal proxy cards
- New minimum solicitation requirements for shareholders presenting their slate of director candidates
- New requirements for all director elections, including uncontested elections, that mandate inclusion of "against" and "abstain" voting options on a proxy card where such options have legal effect under state law
- New requirements for disclosure in the proxy statement about the effect of all voting options provided on the universal proxy card
- Timelines for new disclosures in the annual meeting proxy statement
- Timeline for implementation of the new rules regarding the use of the universal proxy card and the voting options to provide on the universal card
- How the timeline for the implementation of the new rules could impact the timing of contested meetings in 2022
The panel will review these and other essential issues:
- Under what circumstances will a universal proxy card be required?
- What new notice and filing requirements will be imposed on all soliciting parties?
- How will the competing slates of director nominees be presented on a universal proxy card?
- How will uncontested director elections be impacted by the new rules?
- What new proxy statement disclosures will be required?
- Why the universal proxy card could be a "game-changer" for shareholder activism and invite more shareholder activism and threatened proxy contests at annual meetings
- What is the timeline for complying with the various requirements of the new rule?
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