On October 2, Securities and Exchange Commissioner Annette L. Nazareth announced her intention to leave the Commission. No specific departure date was indicated.
Coincidentally, October 2 was also the deadline for comments on two competing shareholder access proposals. Those competing proposals each garnered the vote of three commissioners, Chairman Cox having voted for both proposals. As described in the July 27, 2007 edition of the Corporate and Financial Weekly Digest, one of the proposals would have expanded shareholder access by permitting, under certain conditions, shareholders to include in proxy statements by-laws provisions that would permit shareholder nominations to a registrant’s board of directors.
This proposal was supported by Commissioners Nazareth and Campos and Chairman Cox. A competing proposal, which would have reaffirmed the Securities and Exchange Commission’s pre-September 2006 interpretation of Rule 14a-8(i)(8) to the effect that a registrant may exclude from its proxy statement shareholder proposals relating to the election of directors, including shareholder proposed by-laws concerning director nominations, was also supported by three commissioners, Commissioners Atkins, Carey and Chairman Cox.
Commissioner Campos resigned earlier this summer, and with the resignation of Commissioner Nazareth, it is now questionable whether, considering the highly controversial nature of the subject matter and the lack of “balance” on the Commission, Chairman Cox would press for a vote on an adopting release, choosing between the two competing proposals, in time for its implementation before the upcoming proxy season.