Conference Committee Threatens Proxy Access

According to the latest update from the Social Investment Forum conferees are meeting now to discuss the 5% proxy access provision the Senate offered yesterday.  This is a “backroom” maneuver, given that this provision is not in EITHER the House or Senate bill, and CII, SIF and Americans for Financial Reform, among others, strongly opposes this. (see the SIF page for continuing coverage)

Word is Senate Banking Chairman Christopher Dodd (D., Conn.) is pushing to set a threshold for shareholders to gain so-called proxy access to nominate their own candidates in corporate elections, requiring a shareholder to own at least 5% of outstanding shares for at least two years, according to a summary circulated by Dodd’s staff. We are not sure if the use of the singular “shareholder” is intended.

Either way, if Dodd prevails, it would be a win for the business community, which vehemently opposes granting shareholders proxy access. The underlying bill dictates no such threshold. Rather, it would explicitly empower the Securities and Exchange Commission to write a rule granting shareholders proxy access. See also, Senate Seeks to Drop Majority Voting From Reform Bill and Weaken Proxy Access, RMG Insight, 6/17/10.

Please take 5 minutes and send an email to the following people (who are either working to remove this provision or are in leadership positions on the issue and need to hear opposition).  You can email them all at the same time or separately.

“In a surprise move, because the provision is not in the Senate or House bill,  the Senate made an offer yesterday to the House imposing a five percent ownership threshold for shareholder access to the proxy.  The House and Senate passed bills were virtually identical in reaffirming the authority of the SEC to issue rules, leaving the details to the agency to work out.  Proxy access gives long-term shareholders the power to hold directors accountable. The five percent threshold all but negates proxy access because even the largest institutional investors generally do not have that level of ownership in any one company.  The House should reject the Senate offer.  We appreciate your support.”

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