A New York Stock Exchange (NYSE) memorandum released on January 25 to further restrict the type of corporate governance matters allowing for broker votes of unspecified shares could effectively handcuff corporate boards with supermajority voting policies.
Wachtell Lipton Rosen & Katz partner David Katz said it is possible that some companies seeking to remove supermajority voting policies will be unable to, making it difficult for management to have proposals approved.
Retail investors often do not submit their proxy materials. While these investors may not vote against a proposal, their lack of participation has the same effect in cases in which approval is based on a majority of votes present.
“I think a lot of people fall into that category [of not submitting proxy materials] because they don’t get around to...