On January 15, 2012, the NYSE issued an Information Memo11 setting forth further restrictions on brokers voting client shares without specific client instructions. According to the Information Memo, the following matters will now be treated as matters on which a broker may not vote absent client instructions:

  • proposals to de-stagger the board of directors;
  • proposals to implement majority voting in the election of directors;
  • proposals to eliminate supermajority voting requirements;
  • proposals providing for the use of written consents;
  • proposals providing rights to call a special meeting; and
  • proposals pertaining to certain types of antitakeover provision overrides.

These changes may make it more challenging for companies to adopt the above-listed corporate governance proposals.