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U.S. Securities and Exchange Commission

Agenda for Roundtable Discussions Regarding Proxy Voting Mechanics

May 24, 2007

9:00 a.m. Opening Remarks
Chairman Christopher Cox
9:10 a.m. Introduction of Issues
Erik R. Sirri, Division of Market Regulation
John W. White, Division of Corporation Finance
9:15 a.m. Panel One — Share ownership and voting
 
The vast majority of publicly traded shares in the United States are held in “street name.” What is the procedure by which beneficial owners vote? Are beneficial owners informed of the voting procedures? How can proxy under-voting and over-voting occur? How often and to what extent do they occur? How can these issues be addressed, and at what cost or consequence?
 
Moderators
 
Erik R. Sirri, Division of Market Regulation
John W. White, Division of Corporation Finance
 
Participants
  1. Lydia I. Beebe (Chevron Corporation)
  2. Henry T. C. Hu (University of Texas Law School)
  3. Robert B. O’Connor (Morgan Stanley)
  4. Veronica O’Neill (Merrill Lynch)
  5. Robert Schifellite (BroadRidge Financial Solutions, Inc.)
  6. Larry E. Thompson (DTCC)
10:20 a.m. Break
 
10:30 a.m. Panel Two — Broker proxy voting
 
What is the impact of broker proxy voting on elections of directors? Should broker voting be eliminated for uncontested director elections, consistent with the recommendation of the NYSE Proxy Working Group? Would this place disproportionate burdens on certain types of issuers, such as investment companies or small issuers? What are the relative strengths and weaknesses of proportional voting? How is the proportional voting experiment working out in the 2007 proxy season?
 
Moderators Erik R. Sirri, Division of Market Regulation
John W. White, Division of Corporation Finance
 
Participants
  1. David J. Berger (Wilson Sonsini Goodrich & Rosati)
  2. John Endean (American Business Conference)
  3. Anthony J. Horan (JP Morgan Chase & Co.)
  4. Catherine R. Kinney (NYSE Euronext)
  5. Donald D. Kittell (Securities Industry and Financial Markets Association)
  6. Paul Schott Stevens (Investment Company Institute)
11:20 a.m. Break
 
11:30 a.m. Panel Three — Shareholder communications
 
Do companies have adequate means to communicate with their beneficial owners? Should beneficial owners continue to have the ability to object to having their names disclosed? Should companies have access to the list of beneficial owners who do not object to having their names disclosed for use in distributing proxy materials and consent solicitations to beneficial owners? If so, should other shareholders have access to the same information? Would the use of an Electronic Shareholder Forum, with its guarantee of anonymous participation only by registered security holders, offer a better alternative?
 
Moderators
 
John W. White, Division of Corporation Finance
Elizabeth M. Murphy, Division of Corporation Finance
 
Participants
  1. Anne O. Faulk (Swingvote, LLC)
  2. Thomas J. Lehner (Business Roundtable)
  3. Kevin J. Moynihan (Merrill Lynch)
  4. Beverly O’Toole (Goldman Sachs)
  5. Charles V. Rossi (Computershare Inc.)
12:30 p.m. Break for day
 

 

http://www.sec.gov/spotlight/proxyprocess/proxyagenda-052407.htm

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Modified: 05/23/2007