The Securities and Exchange Commission will delay final rules that would make it easier for shareholders to include their own director nominees in corporate proxies, at least until the start of 2010.
Late last week,
Bloomberg, citing unnamed sources familiar with the matter, reported that SEC Chairman Mary Schapiro had backed away from approving a proxy access rule this year, meaning the provision won't be in place for next year's board elections. The report cited those sources as saying a final vote had been scheduled for November.
An emailed statement in response to Compliance Week's request for comment confirms that the SEC plans to consider the issue after year-end.
"I am committed to bringing final rules before the Commission regarding the ability of shareholders to nominate directors," SEC Chairman Mary Schapiro said in a statement. "We have received hundreds of comments that we are reviewing to ensure our rules are fair and appropriate. It is my hope to finalize the rules early in the New Year."
The controversial
proposal,
published by the SEC in June following a
3-2 commission vote, would let investors who've held at least 1 percent of a large company's shares for one year nominate a limited number of directors on the corporate proxy.
The ownership threshold would be as high as 5 percent for shareholders of the smallest companies. Shareholders would also have the right to submit other proposals about nomination, procedural, or disclosure matters that currently are off-limits unless the board decides to allow them. The
comment period on the proposal closed Aug. 17.
Schapiro and other supporters say the current federal proxy rules impede shareholders' ability to exercise their right to nominate directors.
Critics, including SEC commissioner
Troy Paredes, argue that a uniform federal rule granting proxy access encroaches too much on internal corporate affairs, which are traditionally the domain of state corporate law. The U.S. Chamber of Commerce and other opponents to the plan have questioned the SEC's authority to put such a rule in place.
However, New York Democrat Charles Schumer has proposed a "Shareholder Bill of Rights" in the Senate that would clear the path for the SEC to set proxy access rules, and which would require a host of other corporate governance reforms.
The latest attempt to craft a proxy access rule follows two failed attempts by the SEC to resolve the issue during the Bush Administration.