CII's Most Recent Comment Letter on Proxy Access

SEC Set to Open Up Proxy Process (WSJ, 8/5/10) As reported last week, the meeting is apparently scheduled for August 25.

Under the language being drafted, shareholders would have to own a 3% stake in a company for at least two years to qualify.

As I write this, the SEC still has not confirmed the August 25th meeting date. However, I did spot this August 3rd letter from CII, which reiterates their position that access be based on

at least three percent of a company’s voting stock, to nominate less than a majority of the directors. Eligible investors must have owned the stock for at least two years.

The SEC appears to be endorsing the 3% threshold and 2 year holding requirement of CII. While it isn’t clear how the SEC’s final rule will handle proxy access at small companies, in my opinion that is where it is most needed.


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