For our full primer on the universal proxy card and its impact, you can read here.
The SEC’s new universal proxy rules (started in September 2022) require the use of proxy cards listing the names of all director candidates in a contested election, regardless of whether the candidates were nominated by the board or shareholders. This was a significant change to the previous rules which saw different proxy cards used by the company and by dissidents, with each card only listing their respective slate of nominees.
Now, shareholders will be able to more easily pick and choose individual directors across all nominated directors. In response many companies have amended their bylaws to account for these changes. In some case the changes have been nominal, but in others they have been more material and more aggresive — to the point that Sidley has even warned they boards are “flying too close to the sun.”
A listing of some of the companies that have already amended their bylaws since September in preparation for the universal proxy card’s impact on 2023 shareholder meetings is below.