Universal Proxy Cards – What You Need to Know

by | Nov 22, 2022

What are Universal Proxy Cards?

The SEC’s new universal proxy rules 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 is 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.

Universal Proxy Cards: What you Need to Know with Okapi’s Bruce Goldfarb

Also view our interview with Bruce here

When did the SEC’s Universal Proxy Card rules take affect?

The SEC’s universal proxy card rules took effect on on September 1, 2022.

Do Activists nominating directors have to solicit shareholders?

Yes, activists that are nominating directors to a board need to solicit a minimum of 67% of shares entitled to vote in the election.

Are there minimum ownership thresholds with Universal Proxy Card changes?

The SEC’s new universal proxy rules do not impose minimum ownership thresholds or holding periods nor do they cap the number of nominees.

How can shareholders assess individual public company directors?

The Boardroom Alpha platform enables users to evaluate all US public company CEOs, CFOs, and directors. Learn more about the Governance Analytics Platform here.

Additional References on Universal Proxy Cards

Recent Analysis

Activism Update – May 31

Anika Therapeutics (ANIK) enters cooperation agreement with Caligan Partners. Arex comes out swinging against Enhabit (EHAB). MFIN cites ISS support while ZimCal tears into MFIN. ETFS calls out Wisdom Tree (WT) on last week’s investor deck.

Daily SPAC Update – May 31, 2024

WEL + Btab Ecommerce $250M Deal Announced., GODN + Gamehaus Deal Vote Cancelled. CNDA Extension Vote. COOL Deal Vote Set. WINV Vote Delayed to June 3 (726k Redemptions).

Daily SPAC Update – May 29, 2024

BOCN Extension Vote – 4.4M Redemptions Pre-Announced. BWAQ + TOYO Solar Deal Approved. TETE Extension Vote Set. KRNL Deal Investor Deck.

Daily SPAC Update – May 28, 2024

BWAQ + Sunergy Cell Company Deal Vote. SWSS & TWLV Extension Votes. ACBA / LE Worldwide Terminated. BFAC & CNDA Votes Moved. BOCN Updates Redemptions.

Subscribe to Boardroom Alpha Newsletters

Subscribe to Boardroom Alpha's research to receive the latest on governance, SPACs, and people.


The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon. 

This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.  

None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by BA that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.  

No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.