The SEC’s November 2021 adoption of universal proxy rules was expected to create detailed questions related to their use.  As a reminder, universal proxy cards allow shareholders to vote in the same way they could if they voted in person at a meeting.  To make this possible, a universal proxy includes all duly nominated persons from all parties on the same card.  This allows shareholders to select candidates from different slates as they vote on the universal proxy card.

On December 6, 2022, CorpFin issued three Compliance and Disclosure Interpretations (C&DIs) addressing questions concerning dissident shareholder nominations and universal proxy cards.  You can find the three new C&DIs here.

As always, your thoughts and comments are welcome!