NYSE to Revisit ‘Broker-Vote’ Rule

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The New York Sun

The New York Stock Exchange may once again tinker with a rule that lets brokers cast votes on behalf of shareholders, a practice long hammered by activist investors who view it as an affront to shareholder democracy.


The move to revisit the so-called broker vote follows indications that recent steps to liberalize the rule as part of the exchange’s corporate governance reforms didn’t have a significant impact on voting at listed companies’ annual meetings.


The decades-old rule gives brokers the right to vote shares held in brokerage accounts – so-called street-name shares – on “routine” matters when shareholders don’t communicate voting instructions. What troubles investors is that they view some of these “routine” items as anything but routine – such as board elections – and the shares are typically voted in support of management.


Until last year, broker voting was allowed on stock option plans. But the first post-Enron NYSE governance reform abolished the broker vote on equity compensation plans as one way to ensure that shareholders had a bigger voice in their approval.


So, over the past annual meeting season, exchange officials paid close attention to the impact of the amendment and found that listed companies had no problems reaching a voting quorum, a key rationale for keeping the rule in place.


“We tracked that very carefully. We used it as a trial balloon,” said the vice president for corporate compliance at the Big Board, Janice O’Neill. “We wanted to see whether doing that would cause any problems for listed companies that had equity plans. To a company we found nobody had any issues.”


“Now we have a good track record and a good foundation in which we can move forward to possibly make further changes to that world,” she added.


Big Board officials stressed they still need to fully evaluate whether further changes will even be made to the rule. As a first step, the exchange is considering possibly convening a committee to explore the issue. As in past instances when the exchange has taken up broker voting, members would likely be drawn from various NYSE constituencies, including investment and corporate representatives, as well as from the world of proxy voting specialists.


Institutional investors, however, will be waiting to see if the exchange further loosens the rule to scrap the broker vote for other items, most notably the election of directors. On that front, the arcane rule spilled into public view in connection with the “vote no” campaign leading up to Walt Disney Company’s high-pitched annual meeting.


Former directors-turned-dissidents Roy Disney and Stan Gold led the effort against the re-election of chief executive Michael Eisner to the board, resulting in a 45% “no” vote and Mr. Eisner relinquishing his chairman’s title.


However, thanks to the rule, hundreds of millions of shares were cast in favor of Mr. Eisner even though the true stockholders never returned their broker-supplied proxies. If none of the broker votes were counted, a majority of the shares voted would actually have been withheld from Mr. Eisner. Following the vote, Roy Disney publicly called for the elimination of the practice, quoting another critic who said the votes “have no place in a modern voting system.”


The New York Sun

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