DealLawyers.com Blog

With the universal proxy compliance date less than a week away, the SEC yesterday issued three new Proxy Rules and Schedules 14A/14C CDIs addressing issues arising under Rule 14a-19. Unfortunately, the SEC didn’t include links to the individual CDIs, so you’ll need to scroll down to the new Section 139 in order to find them.  Here’s a brief summary of the issues they address:

CDI #139.01 addresses the ability of a dissident shareholder to change its slate of nominees after the Rule 14a-19(b) notice deadline due to a nominee’s decision to withdraw or a change in the number of director seats up for election.

CDI #139.02 deals with the registrant’s obligation to comply with Rule 14a-19(b)’s notice requirements in the case of a contested election in which more than one dissident shareholder intends to present a slate of director nominees.

CDI #139.03 addresses the registrant’s obligation under Rule 14a-5 to disclose in its proxy materials Rule 14a-19(b)(1)’s requirement that a dissident provide notice of its nominees at least 60 calendar days before the anniversary of the prior year’s annual meeting in situations where the registrant’s advance notice bylaw provides for an earlier notification date.

– John Jenkins