Shareholder Voting and NYSE Rule 452

The NYSE has long indicated a desire to amend Rule 452 to prevent brokers from voting uninstructed shares in uncontested elections for directors.  The reason is simple.  In an era of majority voting, the uninstructed shares can result in a director receiving a majority of those cast.  The NYSE proposed amending the rule back in 2006 but the matter sat unaddressed, mostly by a Commission aware that it was a necessary change but unwilling to stir up the issuer community.

With the arrival of Mary Schapiro as chair, the SEC quickly published the NYSE's proposal for comment.