SEC Panelists & Agenda for Proxy Voting Roundtable

The Securities and Exchange Commission today announced the agenda and panelists for its February 19 roundtable on ways to improve the proxy voting process.

The roundtable, announced in January, will begin at 9:30 a.m. and will be divided into two panels.  Participants on the first panel will focus on the state of contested director elections and whether changes should be made to the federal proxy rules to facilitate the use of universal proxy ballots by management and proxy contestants.  Participants also will discuss the state law, logistical, and disclosure issues presented by a possible universal proxy ballot process.

Participants on the second panel will focus on strategies for increasing retail shareholder participation in the proxy process.  Participants will discuss how technology – by providing better access to information or easier means of voting – might affect retail participation.  In addition, participants will discuss whether the format of disclosure could be improved to increase the engagement of shareholders and how the mechanics of proxy voting could be improved to affect retail shareholder participation.

Agenda and Panelists

9:30 a.m.         Opening Remarks

9:45 a.m.         Panel 1:  Universal Proxy Ballots

Moderators:  Keith Higgins, Director, Division of Corporation Finance and Michele Anderson, Chief, Office of Mergers and Acquisitions, Division of Corporation Finance

Panelists:

• Frederick H. Alexander, Counsel, Morris, Nichols, Arsht & Tunnell, LLP and Advisor for Legal Policy, B-Lab
• Chris Cernich, Managing Director, M&A and Contested Elections, Institutional Shareholder Services
• Lisa M. Fairfax, Leroy Sorenson Merrifield Research Professor of Law, The George Washington University Law School
• Bruce H. Goldfarb, President and Chief Executive Officer, Okapi Partners
• David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz LLP
• Michelle Lowry, Ph.D., TD Bank Endowed Professor, LeBow College of Business, Drexel University
• Charles Penner, Partner, Chief Legal Officer, JANA Partners LLC
• Anne Simpson, Senior Portfolio Manager and Director of Global Governance, CalPERS
• Sarah B. Teslik, Senior Vice President – Communications, Public Affairs and Governance, Apache Corporation
• Steve Wolosky, Partner, Olshan Frome & Wolosky LLP

11:15 a.m.       Break

11:30 a.m.       Panel 2:  Retail Participation in the Proxy Process

Moderators:  Keith Higgins, Director, Division of Corporation Finance and David Fredrickson, Chief Counsel and Associate Director, Division of Corporation Finance

Panelists:

• Donna Ackerly, Senior Managing Director, Georgeson Inc.
• Reena Aggarwal, Robert E. McDonough Professor of Finance, McDonough School of Business, Georgetown University; Director, Georgetown Center for Financial Markets and Policy
• John Bajkowski, President, American Association of Individual Investors
• Alan Beller, Senior Counsel, Cleary Gottlieb Steen & Hamilton LLP
• John Endean, President, American Business Conference
• Lawrence Hamermesh, Ruby R. Vale Professor of Corporate and Business Law at Widener Law Delaware’s Institute of Delaware Corporate and Business Law
• Cornish F. Hitchcock, Principal, Hitchcock Law Firm PLLC
• Niels Holch, Executive Director, Shareholder Communications Coalition
• James McRitchie, Publisher, CorpGov.net
• Nell Minow, Co-Founder, The Corporate Library; Founder and Former Board Member, GMI Ratings
• Robert Schifellite, President, Investor Communication Services, Broadridge Financial Solutions
• Darla Stuckey, President and Chief Executive Officer, Society of Corporate Secretaries and Governance Professionals, Inc.

1:00 p.m.         Closing Remarks

The roundtable will be held in the multi-purpose room of the SEC’s headquarters in Washington D.C., and is open to the public on a first-come, first-served basis.  The event also will be webcast live on the SEC website and archived for later viewing.

Members of the public are welcome to submit comments on the topics to be addressed at the roundtable.  Comments may be submitted electronically or on paper; please use one method only.  Any comments submitted will become part of the public record of the roundtable and posted on the SEC’s website.

Electronic submissions:

Use the SEC’s Internet submissions form or send an e-mail to rule-comments@sec.gov.

Paper submissions:

Send paper submissions in triplicate to the Office of the Secretary, Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549-1090.

Draft Agenda: Proxy Roundtable

Welcome by Keith Higgins, Director, Division of Corporation Finance
Opening Remarks by the Chair and Commissioners
9:30 – 9:45 am

Panel 1 — Universal Proxy Ballots [Moderated by Keith Higgins and Michele Anderson]
9:45 – 11:15 am

This panel will focus on the state of contested director elections and whether changes should be made to the federal proxy rules to facilitate the use of universal proxy ballots by management and proxy contestants. The panel also will discuss the state law, logistical and disclosure issues presented by a possible universal proxy ballot process.

Modern Contested Director Elections and Possible Changes

• The mechanics of voting in a contested election under current rules
  • Do current proxy rules limit shareholder options in contested elections, and if so, how?

• What is meant by the term “universal ballot”?
• Arguments for and against changes to facilitate the use of universal proxy ballots

• Would the use of universal ballots impact the outcome of election contests and if so, how?

• What is the experience with universal ballots in other jurisdictions?

• State law issues associated with the concept of universal ballots
• The potential impact of exchange listing requirements on universal ballots (NYSE Rule 452 – including whether the solicitation involves a “contest”)

• Are there alternatives to universal ballots?

Hypothetical Universal Proxy Ballot Process: Logistics and Disclosure Issues

• If the SEC considers proposals to change the proxy rules to facilitate the use of universal ballots, should the use of universal ballots be optional or mandatory?

• Should universal ballots be limited to short slate election contests, or contests that would not result in a change in control of the board of directors? Or should they be available in all election contests?

• Who should be eligible to use a universal ballot? Should shareholders soliciting in opposition be required to file and disseminate their own proxy statements and proxy cards in order to use a universal ballot?

• Costs, risks, and technical limitations of universal ballots.

• What should the universal ballot look like? Should both sides be required to use identical universal ballots or should each side be permitted to tailor the form of the universal proxy? What should the disclosure in each side’s proxy statement look like?

Panel 2 — Retail Participation in the Proxy Process [Moderated by Keith Higgins and David Fredrickson]
11:30 am – 1:00 pm

This panel will focus on strategies for increasing retail shareholder participation in the proxy process. The panel will discuss how technology – by providing better access to information or easier means of voting – might affect retail participation. In addition, the panel will discuss whether the format of disclosure could be improved to increase the engagement of shareholders and how the mechanics of voting could be improved to affect retail shareholder participation.

Can technology help increase retail participation?

• How is e-delivery of proxy information working?

• How has the NYSE enhanced broker internet platform affected retail participation?

• Are there impediments to voting through mobile technologies?

• Are there legal or practical impediments to holding virtual meetings?

• Would tagging proxy information help shareholders more easily find information relevant to them?

Does the format of disclosure affect retail participation?

• What changes to the format of disclosure can be made that could increase retail participation?

Would changes in the mechanics of voting affect retail participation?

• What are the legal limitations and what are the practical implications of client directed voting/advance voting instructions? How could such a system be implemented to ensure that investors are making informed voting decisions and that voting is accurately reflecting their views?

Concluding Remarks – [Keith Higgins]