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
"I think a lot of people fall into that category [of not
submitting proxy materials] because they don’t get