Increasing Accountability and Democracy

Eliminate Broker Discretionary Voting for the Election of Directors

Currently NYSE rules permit brokers to vote on the uncontested election of directors if the beneficial owner has not communicated voting instructions to the broker before the scheduled meeting. In practice this means that the vast majority of the time brokers simply vote with management. This also means that efforts to hold directors responsible for their actions (a goal that is exceptionally critical in today’s economic environment) through withhold vote campaigns are stymied. Fortunately the NYSE has asked the SEC to allow them to change this rule and the SEC is currently taking comments on the issue. To read our comments in support of greater shareholder democracy and better director accountability please see our comment letter here