Broadening The Range Of 'Broker May Not Vote' Matters

Law360, New York (February 10, 2012, 3:05 PM EST) -- The New York Stock Exchange recently released Information Memo 12-4, “Application of Rule 452 to Certain Types of Corporate Governance Proxy Proposals,” establishing significant new restrictions on broker discretionary voting.[1]

Citing “recent congressional and public policy trends disfavoring broker voting of uninstructed shares,” Information Memo 12-4 provides that matters previously considered by the NYSE to be “Broker May Vote” under Rule 452 will, going forward, be treated as “Broker May Not Vote” matters.

Background

NYSE Rule 452 permits brokers to vote on “routine” proposals when the...
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