In Focus

CII Urges SEC to Require Confirmation of Proxy Votes, Universal Proxies

In a comment letter submitted ahead of the SEC’s November 15 roundtable on the proxy system, CII urged the agency both to make key fixes in the short-term and fundamental changes in the long-term to improve the accuracy and reliability of proxy voting. CII asked the SEC to require intermediaries that process proxy votes to cooperate to provide investors with confirmation that their votes were counted fully and as intended. The SEC should also finalize its 2016 proposal to require universal proxy cards in proxy contests for board seats so that shareholders voting by proxy can “split their ticket” to vote for whichever combination of nominees they believe best serves their interest. In the long-term, CII said, the SEC should explore the use of distributed ledger technology to streamline the current complicated and layered shareholding system.

CII-REF Publishes Analysis of Shareholder Proposal Resubmission Thresholds

To provide a basis for informed discussion on the shareholder proposal process, the CII Research and Education Fund (CII-REF) published a report, Clearing the Bar: Shareholder Proposals and Resubmission Thresholds, analyzing more than 3,600 shareholder proposals voted at Russell 3000 companies between 2011 and 2018. The report outlines the history of resubmission thresholds; provides data on the impact of the current thresholds; and analyzes the impact of proposals for higher thresholds. The report and its supporting data are available on the CII-REF website.

CII Asks U.S. Exchanges to Limit Unequal Voting Rights

CII on October 24 petitioned NYSE and NASDAQ to require that newly listed companies with unequal voting rights convert to one-share, one-vote within seven years unless shareholders approve extending the unequal vote structure. The petitions were met with enthusiastic support from major institutional investors, including BlackRock, T. Rowe Price, CalSTRS, CalPERS and Florida SBA. Read the full press release here.

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CII Priorities

Fair Financial RulesSensible, effective rules safeguard investors and strengthen markets.

Dual-Class StockEach share of a public company's common stock should have one vote.

Majority Voting for DirectorsIn uncontested elections, directors should be elected by majority vote.

Universal ProxyIn contests, investors should be free to vote for the nominees they prefer.

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