Several companies, including General Electric Co., Pfizer Inc., J.P. Morgan Chase & Co. and Exxon Mobil Corp., recently wrote letters to the SEC urging the agency to hold off on eliminating
the broker vote rule change until the agency undertakes a broader review of proxy rules.
As a result of changes adopted by the NYSE to
its broker voting rules, including changes mandated by the Dodd - Frank Act in connection with stockholder votes on executive compensation matters, the NYSE does not consider the election of directors (Item 1), the advisory resolution regarding named executives» compensation (Item 2), and the advisory proposal on the frequency of future advisory votes regarding named executives» compensation (Item 3) to be routine.
Not exact matches
If you are a beneficial holder and do not provide specific
voting instructions to your
broker, under a recent
rule change the organization that holds your shares will not be authorized to
vote on the election of directors.
Because of a change in New York Stock Exchange
rules, unlike previous annual meetings, your
broker will NOT be able to
vote your shares with respect to the election of directors if you have not given your
broker specific instructions to do so.
All other proposals are «non-discretionary matters» under NYSE
rules, which means your bank, brokerage firm,
broker - dealer or other similar organization may not
vote your shares without
voting instructions from you.
Under the NYSE
rules for member organizations: (i) the election of directors; (ii) the non-binding advisory
vote to approve the compensation of the company's NEOs; (iii) the approval of the Stock Incentive Plan of 2015; and (iv) each of the shareholder proposals described in this proxy statement are not matters on which a
broker may
vote without your instructions.
Under the
rules of the New York Stock Exchange,
brokers, trustees or other nominees may generally
vote on routine matters but can not
vote on non-routine matters.
The SEC
rule change is expected to say that such elections are no longer routine items and
brokers can't
vote the stock either way without shareholder instructions.
Under current
rules, investors must instruct their
brokers on how to
vote at least 10 days before the election.
The
rule change centers on a technical issue: Whether
brokers are allowed to
vote on their clients» behalf in director elections.