Voting: What’s New in 2012

There are three new or continuing developments this year, according to the SEC:

  1. Shareholder Proposals on Proxy Access. Shareholders may be asked to vote on shareholder proposals to establish procedures to include shareholder director nominations in company proxy materials.
  2. Uninstructed Broker Votes. Restrictions have increased on the circumstances in which brokers may vote on behalf of clients who do not send in voting instructions. That means that brokers will be casting discretionary votes on a narrower range of items this year.
  3. Say-on-pay Votes. Starting last year, most public companies were required to have advisory say-on-pay votes and to choose how often to hold such votes in the future. This year, shareholders will vote again to approve executive compensation at those companies that have chosen to hold annual advisory sayon-pay votes.
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