Universal Proxy Cards and the Continued Salience of the Case for Change

Perhaps the most critical question arising from the introduction of the universal proxy card is whether it will make it easier for shareholder activists to threaten boards of directors without having a compelling vision for the future of the company, either by elevating critiques about board composition or reducing the activist’s burden of proof in an election. A universal proxy card enables shareholders to vote for any combination of validly nominated director candidates on a single proxy card. Universal proxy cards are now mandatory for contested director elections under new SEC rules.