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Is What's Past Prologue?

By Robert B. Lamm

Corporate America was not looking forward to the 2010 proxy season. First, in July 2009, the Securities and Exchange Commission (SEC) approved the amendment of New York Stock Exchange Rule 452 to prevent brokers from exercising discretionary voting authority in the election of directors. Second, companies had to contend with significant new proxy statement disclosure requirements adopted in December 2009. Third, 2010 was heralded as the year when shareholder activism would reach new heights in the wake of the financial crisis and the ongoing recession. As a result, there were predictions that larger-than-ever numbers of directors would not be re-elected and company proposals would go down to defeat, while all sorts of shareholder initiatives would prevail.

It didn't quite work out that way. In fact, while the regulatory changes may have added to companies' workloads, they did not wreak havoc, and the new disclosures were generally well received. And as far as shareholder activism was concerned, 2010 represented more of a “whimper” than a “bang.” This article considers changes in the regulatory climate prior to the 2010 proxy season and the actual voting results, and looks at some issues that will affect proxy seasons in 2011 and beyond.

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