ARTICLE
16 January 2013

Technical Change By Broadridge May Impact Retail Voting At Upcoming Annual Meetings

SM
Sheppard Mullin Richter & Hampton

Contributor

Sheppard Mullin is a full service Global 100 firm with over 1,000 attorneys in 16 offices located in the United States, Europe and Asia. Since 1927, companies have turned to Sheppard Mullin to handle corporate and technology matters, high stakes litigation and complex financial transactions. In the US, the firm’s clients include more than half of the Fortune 100.
Most public companies use Broadridge for shareholder voting tasks related to their annual meetings.
United States Corporate/Commercial Law
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Most public companies use Broadridge for shareholder voting tasks related to their annual meetings. Due to a new interpretive position being taken by the SEC, Broadridge recently informed its clients of a technical change in its online, mobile and telephonic voting platforms that may adversely affect obtaining favorable shareholder votes, particularly from retail investors.

Historically, Broadridge offered shareholders the ability to "vote with the board's recommendation" on all proposals through the click of a single button. The SEC's new interpretive position prohibits Broadridge (and other service providers) from continuing to offer this option. As a result, Broadridge will be changing its online, mobile and telephonic voting platforms for the upcoming proxy season:

  • ProxyVote.com / Mobile ProxyVote – The "vote with the board's recommendation" button will be removed and the online platform will more closely track the presentation of voting options on proxy cards and voting instruction forms. Specifically, shareholders will be presented with the option of voting on each item individually and will be informed of the board's recommendations with respect to each item. Shareholders will be informed that if they select the "submit" button without selecting any items individually, their proxies and voting instructions will be cast in accordance with the board's recommendations. Similar changes are also going to be made to the mobile voting platform.
  • Telephone Voting – Telephone voting will be revised to encourage shareholders to vote on each item individually but will allow shareholders to affirmatively elect not to vote individually. If they make that affirmative election, their votes and voting instructions will be cast in accordance with the board's recommendations.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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