Dorothy Flynn is President of Corporate Issuer Solutions and Keir Gumbs is Corporate Vice President and Chief Legal Officer at Broadridge. This post is based on their Broadridge memorandum.
On December 14, 2021, Broadridge hosted its annual Corporate Governance Outlook event. The purpose of the event was to bring together corporate governance industry experts and thought leaders to discuss regulatory trends poised to shape the landscape in 2022 and beyond.
Below is a summary of the topics and insights they shared.
Universal Proxy Rulemaking
Adopted in 2021, the Universal Proxy is designed to replicate the same voting options that are available to shareholders at in-person meetings. Before the rule, shareholders who voted by proxy could only vote for a slate of board nominees (either management or dissident). Once effective, they will be able to vote for any combination of nominees they believe serve their interests (just like at an in-person meeting). It’s unclear how this will ultimately impact proxy contests, but it looks like a clear win for shareholder access and democracy from the perspective of many retail and institutional investors.
At the same time, there are concerns that have been expressed by corporate issuers and proxy soliciting firms that the new rules may result in an increase in proxy contests. This is something that we’ll monitor as the rules become effective in the Fall of 2022.
