In an April 27 address to the Society of American Business Editors and Writers, Mary Schapiro, Chairman of the Securities and Exchange Commission, stated that the SEC will be considering a proposal this month to “remove the barriers that make it costly and difficult for a company’s owners to nominate directors.” While the SEC has on several occasions in the past addressed the issue of permitting access to an issuer’s proxy statement for the purpose of including directors nominated by shareholders, the long-standing SEC rule permitting the exclusion of matters relating to director nominations has remained in effect. It is likely, though, that this time around some form of proxy access rule will be adopted. According to Chairman Schapiro, the SEC’s proposal will “ensure that any procedural requirements for access are rational, and not a means to thwart effective investor participation....”. The SEC has not yet publicly released the date in May at which such a proposal will be considered by the SEC’s Commissioners.
See also the Katten Client Advisory on this subject