Individual Investors

Individual Investors

A recent regulatory policy from the New York Stock Exchange called Rule 452 has changed stockholder elections. This impacts beneficial owners because brokers now must get instructions to cast a vote for you. Make sure every vote is counted – either VOTE or INSTRUCT YOUR BROKER TO VOTE

More recently, the approach to broker voting of uninstructed shares has narrowed through changes in Exchange rules as well as through legislative action. For example, the Exchange amended Rule 452 in 2010 to prohibit brokers from voting uninstructed shares in the election of directors (other than directors of an investment company registered with the SEC under the Investment Company Act of 1940), and the Dodd-Frank Act codified this approach. In addition the Dodd-Frank Act specifically prohibited brokers from voting uninstructed shares on executive compensation.

In light of these and other recent congressional and public policy trends disfavoring broker voting of uninstructed shares, the Exchange has determined that it will no longer continue its previous approach under Rule 452 of allowing member organizations to vote on such proposals without specific client instructions. Accordingly, proposals that the Exchange previously ruled as "Broker May Vote" including, for example, proposals to de-stagger the board of directors, majority voting in the election of directors, eliminating supermajority voting requirements, providing for the use of consents, providing rights to call a special meeting, and certain types of anti-takeover provision overrides, that are included on proxy statements going forward will be treated as "Broker May Not Vote" matters.

To read the NYSE Public Memo amending Rule

For more information from the Securities and Exchange Commission Office of Investor Education and Advocacy, read Exercise your Shareholder Voting Rights in Corporate Elections at:

Or the SEC's Q&A on Shareholder Voting:

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