SEC Final Rule: Facilitating Rights Of Shareholders To Nominate Directors (Proxy Access Rule)

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Dodd-Frank Timeline, Proxy Access, SEC
Comment Deadline Final Rule Issue Effective Date
February 16, 2010 September 20, 2011 September 20, 2011 VACATED BY COURT ORDER

On August 25, 2011, the SEC held an open meeting adopting final rules for the federal "proxy access" rule, or facilitating right of shareholders to nominate directors, under the Dodd-Frank Act. Among the topics at this meeting was the new Exchange Act Rule 14a-11, under which "companies are required, under certain circumstances, to include a shareholder nominee or nominees for director in company proxy materials."<ref>SEC Adopts New Measures to Facilitate Director Nominations by Shareholders. SEC. Retrieved on August 25, 2011.</ref>

Final Rules

  • "Shareholders who otherwise are provided the opportunity to nominate directors at a shareholder meeting under applicable state or foreign law would be able to have their nominees included in the company proxy materials sent to all shareholders.
  • Shareholders also have the ability to use the shareholder proposal process to establish procedures for the inclusion of shareholder director nominations in company proxy materials."

A three-year deferment will apply to those companies deemed "smaller reporting companies" under SEC rules.

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