SEC Rule 14a-21(b) – An “Extraordinary Injustice” To Shareholders?

When the Securities and Exchange Commission was considering the adoption of its say-on-pay rules, I submitted this comment letter recommending that issuers be given flexibility to adopt voting procedures that they determine to provide the most effective means of assessing shareholder preferences.  The SEC staff declined to follow my recommendation.  Instead, the SEC adopted a rule, Rule 14a-21(b),