How I Voted at ACAS + How ProxyVote and MoxyVote Handle Blank Votes

Before voting American Capital Ltd. (ACAS) I checked at ProxyDemocracy.org and saw how CalSTRS is voting. I voted with them against Harper, Lundine, Peterson, Puryer, stock option plan and against the issuance of convertible securities. CalPERS did not post how they are voting. I found no “advocates” at MoxyVote.com. Although I would be happier knowing how others are voting or why CalSTRS is voting the way they are, I still trust their judgment with respect to how to vote than I do the soliciting committee at ACAS.

I also checked to see if the blank vote problem with respect to director elections had been modified at Broadridge’s ProxyVote. It hasn’t. Dodd-Frank requires the rules of the exchange to “prohibit any member that is not the beneficial owner of a security… to vote the security in connection with a shareholder vote…(with respect to the election of directors)… unless the beneficial owner of the security has instructed the member to vote the proxy…”  I don’t know if this lapse is because this provision of Dodd-Frank only takes effect when the Exchange changes its rules and they are approved by the SEC or what. (see Open eMail to NYSE Re Blank Votes)

When using Broadridge’s ProxyVote system, if I vote but fail to indicate how I’m voting on a director (or any other issue), the next screen shows that I’m voting for the director with a little asterisk next to my new vote and a note elsewhere on the screen indicating votes left blank are voted per the “soliciting committee.”

Voting on MoxyVote.com is slightly different, even though my understanding is that Broadridge still process the votes. At MoxyVote.com my ballot was pre-marked, all in favor of management. (I presume if one of my selected “advocates” recommended how to vote on the proxy that would override the default.).  At least on the MoxyVote.com system you can clearly see how your vote will be recorded on both the first and second screens and that there will be no blank votes, since if you don’t change the vote, it will be voted for management (per the soliciting committee).

I wonder if MoxyVote.com could legally set the default at Abstain, even though SEC Rule 14a-4(b)(1) says that “a proxy may confer discretionary authority with respect to matters as to which a choice is not specified by the beneficial owner or security holder”? It seems to me that  MoxyVote.com could consider that a “choice” specified by the beneficial owner, since they are warned and must check a box before finally approving their correctness of their vote before it is recorded.

Before going live with this post, I contacted MoxyVote.com and learned what I had forgotten when I set my preferences. Actually, their system does allow users to set defaults to vote with or against management or to abstain. I went back in and set mine to “abstain.”

How to: Login and go to “preferences.” At your preferences  page, look down the left hand side at the bottom under your priority cue – it says “Prioritize and manage” in a big red button – hit that button.  Then at the bottom of that page you will see a drop down menu; select always vote with, against or abstain. You get to choose.

While I wouldn’t want to set these limited preferences and forget them, I like this option much better than what Broadridge offers on ProxyVote.  At MoxyVote.com is is harder to space out because on the first screen I see everything filled out.  If I do space out, my “blank” votes no longer go to management, since I set my default to abstain.

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