In “The Universal Proxy: An Early Look,” in addition to recapping the infrequent use and generally mild implications of universal proxy to date as compared to historical projections, Broadridge Chief Legal Officer (and Society member) Keir Gumbs discusses the significance of new SEC guidance that generally allows soliciting parties to call the shots as to how unmarked, overmarked, and partially marked voting instructions should be processed provided that the voting instruction form (VIF) mirrors the proxy card to the fullest extent possible and there is clear disclosure of the implications to investors.
The post compares how the new guidance would play out in the context of the now withdrawn Walt Disney/Trian Group proxy contest compared to Broadridge’s historical practices, as well as the projected impact based on common voting practices.