In Focus

CII Members Approve Class-by-Class Vote Disclosure Policy for Dual-Class Stock

At CII’s fall conference in Brooklyn, CII members approved a new amendment to CII’s corporate governance policy for companies with dual-class stock. The amendment to Policy 4.4 asks these companies to break down voting results by each share class, instead of just providing aggregate totals. Right now, SEC rules only require overall vote counts, which can hide how much control high-vote shareholders have. This change will shed light on when the majority of investors by economic ownership support or oppose proposals.

New Governance Guide Provides Insights into Proxy Voting  

CII just released its updated Governance Guide: Proxy Voting. The update, which is one of CII’s members-only governance guides on key governance topics, provides an overview of how proxy voting has transformed over time into a prominent part of share ownership and a vehicle for shareholders to express their views to portfolio companies on a range of topics. The publication also includes information about the key stakeholders in proxy voting, the regulatory structures that govern proxy voting in the United States and the mechanics of how votes are cast. New technologies meant to increase voting accuracy and to pass down vote choices to beneficiaries also are examined.