Altman Group Survey on Selected Proxy Access Issues
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1. DESCRIPTION OF SURVEY

 
The following is a survey of opinions regarding issues raised by the SEC’s proposing release on “Facilitating Shareholder Director Nominations” (“Proxy Access”). The survey covers selected topics related to the proposed rules on proxy access. Please note that all information provided in this survey will be disclosed in a report that will be published in early January by The Altman Group.

What is “direct proxy access?” The SEC is considering changes to Federal proxy rules designed, according to the proposing Release to: “remove impediments to the exercise of shareholders’ rights to nominate and elect directors to company boards of directors. The new rules would require, under certain circumstances, a company to include in the company’s proxy materials a shareholder’s, or group of shareholders’, nominees for director. The proposal includes certain requirements, key among which are a requirement that use of the new procedures be in accordance with state law, and provisions regarding the disclosures required to be made concerning nominating shareholders or groups and their nominees. In addition, the new rules would require companies to include in their proxy materials, under certain circumstances, shareholder proposals that would amend, or that request an amendment to, a company’s governing documents regarding nomination procedures or disclosures related to shareholder nominations, provided the proposal does not conflict with the Commission’s disclosure rules—including the proposed new rules.” “SEC: Facilitating Shareholder Director Nominations [Release Nos. 33–9046; 34–60089; IC– 28765; File No. S7–10–09],” Federal Register, Vol. 74, No. 116, Thursday, June 18, 2009. Also http://www.sec.gov/rules/proposed/2009/33-9046.pdf

1. Please provide some identifying information. Note that all information provided will be disclosed in published reports. Name, Company, Type, and Title are required fields.

TYPE (please categorize your firm) = Company, Activist, Institutional Investor, or Other

2. After time to study the SEC's proposed rules on proxy access, how strongly do you now favor adoption by the SEC of a rule that would allow eligible shareholders to have direct "proxy access" (proposed rule 14a-11).

3. Do you believe that the SEC’s proposed direct proxy access rule will deter some U.S. private companies from going public and some foreign companies from listing on U.S. exchanges?

4. Should the holding period requirement for shareholders nominating a director under PR 14a-11 be...?

5. What is the optimal ownership threshold for a shareholder to be eligible to nominate a director under Proposed Rule 14a-11? O/S=Outstanding Shares

6. If direct proxy access (Proposed Rule 14a-11) is adopted in time for the 2011 proxy season, what % of all companies listed on U.S. exchanges would you expect to see facing a shareholder director nomination under PR 14a-11 in 2011? (Note on entering responses: for 10% enter only the number 10 in the field below)

7. Should a company’s nominating committee retain a power under PR 14a-11 to unilaterally exclude shareholder director nominees that the committee determines to be unqualified?

8. Should a company be exempted from Proposed Rule 14a-11 if it has a bylaw governing direct proxy access?

9. In the event that multiple nominations under PR 14a-11 are received by a company, should priority go to the "first in" or the shareowner (individual or group) holding the largest number of shares?

10. If use of Proposed Rule 14a-11 is made contingent upon specific “triggering events,” what “triggering events” would you favor (select all that apply)?

11. If you would like to write in another "triggering event" (see question 10 above), please do so here.

12. What should be the maximum number of shareholder director nominees using PR 14a-11 that a company would be required to include in their proxy materials for each annual/special meeting? SELECT ONLY ONE OPTION

13. Should there be a prohibition against the simultaneous use of nominations under Proposed Rule 14a-11 by any shareholder (or group of shareholders) conducting a traditional proxy contest at the same annual or special meeting?

14. Should all shareholder director nominations advanced under Proposed Rule 14a-11 be excluded in the event of a traditional proxy contest at the same annual or special meeting?

15. Should shareholder director nominees under Proposed Rule 14a-11 be required to meet the same independence and other standards as are required, by company bylaws and regulatory requirements, of all other directors at a company?

16. Should SHAREHOLDERS, including all members of a GROUP, nominating a director under PR 14a-11, and who then fails to get elected, be excluded from resubmissions under PR 14a-11 for subsequent meetings of the same company, and if so, for how long?

17. Should SHAREHOLDERS, including all members of a GROUP, be excluded from resubmissions at a specific company under PR 14a-11 for a defined period of time if all nominees for a specific meeting fail to obtain the following MINIMUM % of total votes?

18. Should 14a-11 shareholder director NOMINEES who fail to get a % threshold of votes be ineligible for resubmission for subsequent meetings, and if so, for how long?

19. What is the preferred MINIMUM % votes required for a 14a-11 shareholder director NOMINEE to remain eligible for resubmissions for subsequent meetings?

20. Should a company have the flexibility to design “user friendly” proxy cards and notices, including a single vote option for the company’s nominees as a group?

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