SEC Roundtable on Proxy Voting

The Securities and Exchange Commission will host a proxy voting roundtable to explore ways to improve the proxy voting process, with a focus on universal proxy ballots and retail participation in the proxy process.

The roundtable will be divided into two panels:

Panel 1: Universal Proxy Ballots

The first panel will focus on the state of contested director elections and whether changes should be made to the federal proxy rules to facilitate the use of universal proxy ballots by management and proxy contestants. This panel also will discuss the state law, logistical, and disclosure issues presented by a possible universal proxy ballot process.

Panelists include:

• Frederick H. Alexander, Counsel, Morris, Nichols, Arsht & Tunnell, LLP and Advisor for Legal Policy, B-Lab

• Chris Cernich, Managing Director, M&A and Contested Elections, Institutional Shareholder Services

• Lisa M. Fairfax, Leroy Sorenson Merrifield Research Professor of Law, The George Washington University Law School

• Bruce H. Goldfarb, President and Chief Executive Officer, Okapi Partners

• David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz LLP

• Michelle Lowry, Ph.D., TD Bank Endowed Professor, LeBow College of Business, Drexel University

• Charles Penner, Partner, Chief Legal Officer, JANA Partners LLC

• Anne Simpson, Senior Portfolio Manager and Director of Global Governance, CalPERS

• Sarah B. Teslik, Senior Vice President – Communications, Public Affairs and Governance, Apache Corporation

• Steve Wolosky, Partner, Olshan Frome & Wolosky LLP

Panel 2: Retail Participation in the Proxy Process

The second panel will focus on strategies for increasing retail shareholder participation in the proxy process. This panel will discuss how technology – by providing better access to information or easier means of voting – might affect retail participation. In addition, this panel will discuss whether the format of disclosure could be improved to increase the engagement of shareholders and how the mechanics of voting could be improved to affect retail shareholder participation.

Panelists include:

• Donna Ackerly, Senior Managing Director, Georgeson Inc.

• Reena Aggarwal, Robert E. McDonough Professor of Finance, McDonough School of Business, Georgetown University; Director, Georgetown Center for Financial Markets and Policy

• John Bajkowski, President, American Association of Individual Investors

• Alan Beller, Senior Counsel, Cleary Gottlieb Steen & Hamilton LLP

• John Endean, President, American Business Conference

• Lawrence Hammermesh, Ruby R. Vale Professor of Corporate and Business Law at Widener Law Delaware’s Institute of Delaware Corporate and Business Law

• Cornish F. Hitchcock, Principal, Hitchcock Law Firm PLLC

• Niels Holch, Executive Director, Shareholder Communications Coalition

• James McRitchie, Publisher, CorpGov.net

• Nell Minow, Co-Founder, The Corporate Library; Founder and Former Board Member, GMI Ratings

• Robert Schifellite, President, Investor Communication Services, Broadridge Financial Solutions

• Darla Stuckey, President and Chief Executive Officer, Society of Corporate Secretaries and Governance Professionals, Inc.

The roundtable will be open to the public on a first-come, first-served basis and webcast on the SEC website.

Original Press Release

Follow Up Press Release