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Proxy Access Amendments for 2012 Proxy Season

A recent Sutherland legal alert discusses new proxy access amendments that will be effective for the 2012 proxy season.  Although Rule 14a-11 (requiring companies to include shareholder director nominees in their proxy proposals) was struck down by the U.S. Court of Appeals for the D.C. Circuit Court, the amendments to Rule 14a-8 were not challenged. These amendments will "permit proxy access proposals that seek to add procedures to companies' organizational documents that would allow shareholders to more easily nominate directors in future proxy statements."  The legal alert discusses the details of the rule and makes suggestions for how companies can prepare for proxy access proposals, including:

  • Communicating with significant shareholders;
  • Reviewing nominating procedures;
  • Defining director qualifications; and
  • Reviewing committee charters.