An Important E-mail YOU Can Send To facilitate Proxy Access

Can you write an e-mail to Institutional Shareholder Services (ISS)? It will take you two minutes, and doing so could have an enormous impact on proxy access proposals in 2012.

A hard-working team of USPX members are drafting a model proxy access proposal that members can submit to corporations for the 2012 proxy season. Here is the latest draft. It is critical that this proposal win majority votes at the corporations to which it is submitted, but for that to happen, proxy advisory firms need to support the proposal. WE NEED TO MAKE A CASE TO THEM THAT THEY SHOULD SUPPORT IT.

The biggest proxy advisory firm, ISS, is requesting shareowner feedback on what their internal policies for making voting recommendations should be for 2012. Anyone is welcome to respond. It is easy to provide feedback. Below is a sample note you can send. Please cut and paste it into an e-mail. Edit the non-bold portions to make the e-mail your own. Add your full name at the bottom, and include an appropriate subject at the top, such as “Comments on 2012 Policies”. Then e-mail it to ISS at policy@issgovernance.com. Please send a copy to us at contact@proxyexchange.org, so we can post it to the website. For more information, see the ISS website.

The deadline for commenting is November 7. Please don’t wait. Send your e-mail now.

Here is the sample e-mail you can send:

Dear ISS:

Thank you for the opportunity to comment for your 2012 Draft Policies. I respond below to the questions you posed relating to Proxy Access Proposals (U.S). You may list my affiliation as “member, United States Proxy Exchange”.

Q: Does your organization intend to generally support or oppose proxy access shareholder proposals? Would your organization’s view differ based on whether the proposal is a binding bylaw resolution versus a precatory (non-binding) one? If so, how?

A: I personally will generally support both binding and nonbinding proxy access proposals that afford a reasonable—but not necessarily easy—means available to all long-term shareowners to nominate.

Q: If your organization is likely to take a Case-by-Case approach on proxy access shareholder proposals, are there any additional factors not enumerated in ISS’ proposed policy that your organization believes are central to the evaluation of these proposals? If yes, please specify.

A: I will generally oppose proposals that I consider to be blatantly undemocratic. Specifically, I would oppose high ownership thresholds, which would disenfranchise all but the largest institutional shareowners. I would also oppose caps on the number of shareowner nominees, especially caps designed to ensure that a majority of board seats are retained by the current board’s nominees.

Q: Would your organization look for specific thresholds or limits when evaluating these shareholder proposals (e.g., a minimum or maximum ownership percentage or number of board seats)? If yes, what specific parameters does your organization favor?

A: By asking what sorts of thresholds or limits respondents might support, this question fails to recognize that innovative proposals using mechanisms other than the “thresholds” and “limits” or Rule 14a-11 might deserve support. As a member of the United States Proxy Exchange (USPX), I know my organization is preparing a model proxy access proposal that includes a number of sound innovations. One of these, as the draft is currently written, would allow a group of 100 shareowners, all satisfying the Rule 14a-8 eligibility requirements, to place one nominee on the proxy. The USPX model proposal has not yet been released. When it is, I hope ISS will review it carefully and choose to recommend supporting votes for it.

Q: Would your organization oppose the shareholder proposal if it allowed 13D filers seeking a change in control to place candidates on ballots? If no, please explain.

A: I would not want any party simultaneously performing an independent proxy solicitation AND nominating under proxy access.

Thank you,

 

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