What lies ahead for the 2010 proxy season and annual meeting, and why should you care? Simply stated, public companies will face the greatest challenges that most have experienced in recent memory.

The Securities and Exchange Commission’s recent approval of a rule to eliminate broker discretionary voting in director elections presents the most significant challenge to many corporations. Under the old rule, if brokers had not received instructions from their retail clients by 10 days before the conclusion of proxy voting, they were allowed to vote their clients’ shares as they saw fit. These votes were largely cast in favor ...