News & Events

Corporate Counsel Yafit Cohn was quoted in Agenda, a Financial Times news service, in an article titled “SEC No-Action Requests Rise in 2017 Proxy Season.” The article reports that the number of no-action requests relating to shareholder proposals in 2017 is set to outpace those submitted to the SEC in 2016 and proceeds to discuss several noteworthy no-action responses from the SEC. Yafit discussed the SEC’s mixed responses to proposals requesting that management and the board be denied access to a running tally of votes cast by proxy on uncontested matters prior to the annual meeting, explaining that the SEC seems to be saying that broad confidential voting proposals “encompass[] matters that could be related to ordinary business,” whereas those proposals limited to “executive compensation matters . . . don’t necessarily fall into the category of a company’s ordinary business.” Yafit opined that we will see more proposals “next proxy season requesting that management and the board not receive these interim vote tallies with regards to executive pay matters.” With regard to proxy access “fix-it” proposals, Yafit stated that “[t]he companies that were denied no-action relief didn’t include specific information about the ownership of the company. The companies that did get relief provided some information about their institutional investors to prove that their existing bylaws are already sufficient to provide a meaningful right to proxy access.”

To read the full article, please click here (subscription required).