The SEC published Rule 14a-11 providing proxy access in the Federal Register (.pdf). The rule is effective 60 days after being published in the Federal Register, or November 15, 2010. Any issuer whose one year anniversary for mailing date is prior to March 15, 2011 will not be subject to a proxy access campaign in 2011. (Hat tip to The Murninghan Post and commentators) Application of the new access rules to the smallest public companies (“smaller reporting companies” under SEC rules) will be deferred for three years from the effective date. From the release (2010 proxy season transition rules):
Rule 14a-11 contains a window period for submission of shareholder nominees for inclusion in company proxy materials of no earlier than 150 calendar days, and no later than 120 calendar days, before the anniversary of the date that the company mailed its proxy materials for the prior year’s annual meeting. Shareholders seeking to use new Rule 14a-11 would be able to do so if the window period for submitting nominees for a particular company is open after the effective date of the rules. For some companies, the window period may open and close before the effective date of the new rules. In those cases, shareholders would not be permitted to submit nominees pursuant to Rule 14a-11 for inclusion in the company’s proxy materials for the 2011 proxy season. For other companies, the window period may open before the effective date of the rules, but close after the effective date. In those cases, shareholders would be able to submit a nominee between the effective date and the close of the window period.
Here’s a Compliance Week article on the SECIAC, SEC Committee to Get a Makeover Due to Dodd-Frank, 9/13/2010.
From the SEC, Implementating Dodd-Frank Wall Street Reform and Consumer Protection Act — Upcoming Activity. (Hat tip to Doug Chia via Twitter)
The deadline for comments on proxy plumbing is fast approaching, Concept Release on the U.S. Proxy System. See language and comments here.
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