We attended the SECs open meeting yesterday.
Seated directly behind us were Mr. Thomas Lehner, a representative from the Business Roundtable and Ms. Amy Goodman, a former Chief of the SEC Task Force on Corporate Accountability and, currently, a Partner at Gibson, Dunn and Crutcher. (According to a press release issued when Mr Lehner testified at an SEC-sponsored Roundtable on Proxy Access, the Financial Times cited the Business Rountable as "the most influential chief executive lobbying group in the U.S.") The two were in good spirits, celebrating what they perceived to be an impending victory with respect to the vote on Shareholder Proposals relating to the Election of Directors.
At one point in their conversation, we believe they discussed branding opponents to the Shareholder Proposal vote as "communists." They may have been referring to the AFL-CIO and related labor interests. We bring this up to note the type of unfair, unethical tactics used by opponents to open proxy access.
Of course, they may have only been kidding.
Items on the Agenda were:
1. Electronic Shareholder Forums
2. Shareholder Proposals relating to the Election of Directors
Item One was approved in a 4 to 0 vote. Several questions remain unanswered, including the following:
a. How will identity fraud issues be handled?
b. What strategies will be adopted to limit someone from spamming the Forums?
c. How will investors choose between competing Forums?
d. Will these Forums be susceptible to company management censorship or abuse? How, when and why would this occur?
Item Two (Shareholder Proposals Relating to the Election of Directors. [Release No. 34-56161; File No. S7-17-07]) was approved in a 3 to 1 vote, with Commissioner Nazareth voting against. The item was approved in substantially the format issued, and can be found online at: http://www.sec.gov/rules/proposed/2007/34-56161.pdf
This would exclude shareholder proposals if:
Proposed Amendments to Rule 14a-8(i)(8)
"If the proposal relates to a nomination or an election for membership on the company’s board of directors or analogous governing body or a procedure for such nomination or election."
The regulation will go into effect 30 days after publication in the Federal Register. We expect an implementation date of 12/31/2007 or 1/4/2008.
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