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SEC mulls dissidents on proxy ballots
New rule being weighed would allow those with 5% of shares to nominate board members in some cases.
March 22, 2004: 7:39 AM EST

NEW YORK (CNN/Money) - The Securities and Exchange Commission is weighing a new rule making it possible for dissident shareholders to place their own board candidates on a company's proxy statement, according to a published report.

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The Wall Street Journal reported Monday that the rule under consideration would allow shareholders representing at least 5 percent of voting shares to put their own board nominees alongside management's choices on a company's official ballot. Right now critics of a company's board must go through the costly and difficult step of circulating and collecting their own proxy statements to shareholders in order to contest an election.

The rule being considered would only go into effect in one of two circumstances, the paper reports: if more than 35 percent of the votes cast withhold support from a board nominee or if a proposal to allow shareholder nominees on the proxy is approved by more than 50 percent of the votes cast.

If those conditions are met, then corporations would have to list independent shareholder nominees on the next ballot.

The paper said because of those kinds of limitations, some corporate governance critics say the proposed rule does not go far enough. One critic, Evelyn Y. Davis, is quoted as saying limiting nominations to those with 5 percent of shares outstanding is discrimination against small shareholders.

But corporations are apparently poised to fight the rule as going too far. The Journal says the U.S. Chamber of Commerce may challenge the SEC's authority on the matter in court.

The discussion of the rule follows a no confidence vote by 43 percent of shareholders of Walt Disney Co. who withheld their vote from CEO Michael Eisner's election to the board. The Disney board then stripped Eisner's title as chairman, although it left him as CEO.  Top of page




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