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Research on Proxy Access

"Proxy access" is shorthand for the ability of a long-term shareowner (or a group of long-term shareowners) to place a limited number of alternative board candidates on a company's proxy card (ballot) for the company's annual shareowner meeting.

Proxy access also allows the nominating shareowner to provide a brief description of each alternative candidate in the proxy card's accompanying document, known as the proxy statement.

The right of shareholders to nominate their own candidates on the company’s proxy card was debated heatedly for years by U.S. investors, companies and policymakers. But in 2016-2017, a broad shareholder campaign spurred hundreds of U.S. companies to adopt access bylaws and the focus of debate shifted to the specific provisions of those bylaws.

​CII-REF supported the compilation of:

  • detailed data on proxy access bylaws adopted by U.S. public companies; and

  • a snapshot report on the most salient provisions of those bylaws.

Proxy Access by Private Ordering

This report provides a snapshot of proxy access bylaws at 347 companies collected by Covington & Burling as of Dec. 31, 2016. Proxy access is a mechanism that lets shareowners place their nominees for director in a company’s proxy materials. This is important because it enables the owners of a company to avoid the cost of waging a separate proxy contest when they are dissatisfied with the performance of a corporate board and want to run their own candidates for election.


Proxy Access Bylaws

The company-specific data on proxy access mechanisms at more than 400 companies was gathered and cataloged by the Covington & Burling law firm through July 18, 2017. It is a trove of information on the details of dozens of provisions that otherwise would be cumbersome to access.

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