Jack Bowling, Bryan Pitko Quoted in Kansas City Business Journal Story on Shareholder Elections
Stinson Leonard Street securities attorneys Jack Bowling and Bryan Pitko are quoted in a Kansas City Business Journal story about proposed changes to the Securities and Exchange Commission's rules on the conduct of shareholder elections for directors.
Director elections are often contested when an activist shareholder or another shareholder nominates their own slate of directors for election. Under current rules, a shareholder must select director nominees from either the company's proxy card or the activist's proxy card.
The proposed rules under consideration by the SEC would mandate the use of a universal proxy card on which shareholders would be allowed to vote for candidates of their choosing whether they are nominated by the company or dissident shareholders. In a universal proxy system, activist nominees appear on the same ballot as company nominees - putting all nominees on the same footing and drastically increasing the likelihood that the activist nominees get votes.
At an open meeting late last month, the SEC's commissioners voted 2-1 to propose the revisions to the current proxy voting system and opened a 60-day public comment period on the proposed rules. After the comment period, the SEC will vote on whether to enact the new rules in finalized form.
Jack is deputy chair of the firm's Corporate Finance Division. He represents public companies in connection with securities law and corporate governance matters, including proxy contests.
Bryan is of counsel in the firm's Corporate Finance Division. He has extensive knowledge of the federal securities laws and understanding of reporting for public companies, public and private offerings of equity and debt securities, and mergers and acquisitions transactions. Before joining the firm, he was an attorney with the Division of Corporation Finance at the Securities and Exchange Commission in Washington, DC.