Statement on Proposed Amendments Regarding Universal Proxy

Right now, the Securities and Exchange Commission has the opportunity to adopt amendments to the proxy rules for director election contests. These amendments will allow shareholders voting by proxy to replicate the vote they could make if voting in person at a shareholder meeting.

The proposed amendments address concerns that shareholders voting by proxy cannot vote for a mix of dissident and registrant nominees in an election contest, as they could if voted in person. Thus, shareholders will now be able to vote via a “universal proxy card.”

The vast majority of shareholders voting in director elections vote by proxy. Currently, company management is able to put out director ballots that include only the candidates that they prefer. Other candidates, submitted by shareholders, are relegated to separate ballots.

Shareholders who are not voting in person have to vote for a slate, against a slate, or abstain. There’s no way for an investor to pick their preferred combination unless they show up in person.

Today’s proposed amendments put these candidates on the same ballot. It will put investors voting in person and by proxy on equal footing. It makes sense that shareholders should be able to see all the candidates in one place, just as they would in person.

This is an important aspect of shareholder democracy. I encourage my fellow Commissioners to join me in voting to adopt these amendments.

I’d like to reiterate my thanks to all the SEC staff that contributed to this rulemaking, including:

• Renee Jones, Erik Gerding, Michele Anderson, Ted Yu, Christina Chalk, David Plattner, Joshua Shainess, Steve Hearne, and Connor Raso in the Division of Corporation Finance;
• Dan Berkovitz, Megan Barbero, Bryant Morris, Natalie Shioji, Dorothy McCuaig, Cathy Ahn, and Emily Parise in the Office of the General Counsel;
• Jessica Wachter, Oliver Richard, Vlad Ivanov, Mattias Nilsson, Tara Bhandari, Charles Woodworth, Mariesa Ho, Sejal Naik, and Matthew Pacino in the Division of Economic and Risk Analysis;
• Sara Cortes and Pam Ellis in the Division of Investment Management; and
• Jeffrey Weiss in the Division of Enforcement.