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Office Hours with Gary Gensler: Universal Proxy Cards in Contested Director Elections

Nov. 17, 2021

This video can be viewed at the below link.[1]

Today, the Securities and Exchange Commission issued new rules to give shareholders more say about who directs the companies they own.

When you buy stock in a publicly traded company, you actually own part of the company. You’re a shareholder—and that means you have some important rights, like the right to elect directors to the company’s board.

These directors work for us and are central to the governance of the company. They represent the interests of investors.

In fact, they owe a duty to investors. They’re the boss of the management team and chief executive officer. They provide important oversight of that management of the finances and internal controls.

So, it’s pretty important that you the shareholders — the company’s owners — get to submit candidates for a vote, and that those candidates have equal standing as other candidates.

Currently, though, company management is able to put out a director ballot that includes only the candidates that they are nominating and prefer. Other candidates, submitted by shareholders, are separated out in separate ballots.

It used to be that directors were chosen in person at annual shareholder meetings. Shareholders who showed up in person could actually choose among the candidates and didn’t have to choose only from one ballot.

But with the emergence of paper ballots—and now electronic ballots—shareholders who are no longer in-person voting have to vote for a slate or abstain. There’s no way for an investor to pick their preferred combination unless they show up in person.

So imagine if when you voted for mayors and representatives in Congress, only the incumbents were listed. If you wanted to vote for somebody else, you’d have to do it in person. I don’t think that would be what any of us voters would expect and think was fair.

The rules we issued today will correct this.

It will mean that when management or outside candidates send out a ballot, investors like you can vote for whomever you want.

It kind of just makes sense that shareholders can see the slates side-by-side electronically just as they could in person.

It will put investors voting in person and by proxy on equal footing. They’ll get the same ballot.

That’s called universal proxy. It enhances shareholder democracy. I think that will strengthen the accountability of directors and company management to the shareholders they represent.

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