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Why Is There No Withhold Box?

The Securities and Exchange Commission has long required that a form of proxy relating to matters other than election to office provide a means to specify by boxes a choice between approval or disapproval of, or abstention with respect to, each separate matter to be voted on at the meeting.  Rule 14a-4(b)(1).  More recently, the SEC in…

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A Cumulous Cloud Of Confusion Reigns Over Vote Required For Say-On-Pay Frequency

In reviewing recent proxy statement filings with the Securites and Exchange Commission, I’ve noted a great deal of confusion regarding the vote required for approval of the newly mandated advisory resolution on the frequency of shareholder votes on executive compensation.  Section 951 of the Dodd-Frank Act requires issuers to include in their proxy statements a resolution to determine…

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