CtW Investment Group Urges SEC to Promptly Eliminate Broker Votes
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WaMu Vote Shows Distorting Effects of Such Votes WASHINGTON, April 17 /PRNewswire/ -- Today, in a letter to SEC Chairman Christopher Cox, the CtW Investment Group urged prompt approval of a longstanding NYSE proposal to eliminate uninstructed broker votes in all director elections. CtW pointed to WaMu's annual meeting on Tuesday, where Director-nominees James Stever and Charles Lillis failed to garner majority shareholder votes, yet will be seated because broker votes were counted towards their totals. "With rising levels of shareholder opposition to directors in uncontested elections, it is essential that the SEC eliminate broker votes before shareholders are disenfranchised yet again," said CtW Investment Group Executive Director William Patterson. "Nearly eighteen months after the NYSE proposal was submitted, we cannot understand why the SEC has not even put it out for public comment." Last year, calls for the SEC to act on the 2006 NYSE proposal increased after CVS/Caremark Director Roger Headrick was re-elected only because of broker votes (Mr. Headrick later resigned). Since most brokers support management as a matter of policy, their ability to exercise discretion over certain uninstructed client shares has been criticized as "legalized ballot stuffing" by parties who don't share investors' economic interests. CtW Investment Group Letter: Chairman Christopher Cox Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 April 17, 2008 Dear Chairman Cox: As a result of the SEC's failure to act on the NYSE's proposal to eliminate uninstructed broker votes in corporate director elections, such votes have now disenfranchised shareholders at a major public company for the second year in a row. On Tuesday, Washington Mutual director-nominees James Stever and Charles Lillis failed to garner a majority shareholder vote, yet will be seated because uninstructed broker votes were counted towards their totals. We therefore write to urge the SEC to approve the NYSE's rule change proposal promptly. Since many brokers support management as a matter of policy, their ability to exercise discretion over certain uninstructed client shares has been criticized as "legalized ballot stuffing" by parties who don't share investors' economic interests. Recognizing such concerns, in October 2006 the NYSE proposed to eliminate such votes in director elections. Nearly eighteen months have passed since that proposal was submitted, yet the SEC has not even released it for public comment. We find this especially puzzling since you indicated in testimony before the House Financial Services Committee last June that the SEC would approve the proposal in time for this year's proxy season. With rising levels of shareholder opposition to directors in uncontested elections, it is essential that you take prompt action on this matter before shareholders are disenfranchised yet again. The CtW Investment Group works with pension funds sponsored by unions affiliated with Change to Win, a federation representing nearly 6 million North American workers, to enhance long-term shareholder value through active ownership. I have enclosed a copy of our letter to you from last June, when we made a similar appeal after this same scenario played out at last year's CVS/Caremark annual meeting. If we can be of assistance, please contact my colleague Brishen Rogers at 202-721-6049. Sincerely, William B. Patterson Executive Director CC: Commissioner Paul S. Atkins Commissioner Kathleen L. Casey Dr. Erik R. Sirri - Director, Division of Trading and Markets SOURCE CtW Investment Group Brishen Rogers of CtW Investment Group, +1-202-721-6049
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