Key takeaways

• On October 26, 2016, the Securities and Exchange Commission by a 2-to-1 vote proposed amendments to the federal proxy rules.
• The proposed amendments would require the use of universal proxy cards for most contested director elections at annual meetings, subject to certain exceptions, and would require dissidents to solicit the holders of shares representing at least a majority of the voting power of shares entitled to vote on the election of directors, but not all shareholders.
• The proposed amendments would also set specific filing deadlines for solicitations in contested director elections.
• The SEC has also proposed changes to the proxy card requirements in all director elections (not only in contested elections) to specify the applicable voting options and voting standards.