An SEC final rule amending federal proxy rules to allow voting by proxy for a preferred combination of board candidates in contested elections will go into effect on January 31, 2022. The final rule was published in the Federal Register.

As previously covered, the final rule requires (i) parties in a contested election to use universal proxy cards that include all director nominees at a shareholder meeting and (ii) enhanced disclosure and voting options in all director elections. Shareholders will now have the ability to vote for their preferred combination of board candidates by proxy, which was an option previously restricted to in-person votes. With the exception of elections involving registered investment companies and business development companies, the final rule will be applicable to all non-exempt solicitations for contested elections.

Primary Sources

  1. Federal Register: Universal Proxy

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