Proxy Access Update

by Scott R. Wilson on September 24, 2015
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As previously discussed, precatory stockholder proposals regarding proxy access in Maryland REITs were universally successful this past proxy season. As boards of directors and trustees now consider the propriety of proxy access, directors electing to adopt proxy access bylaws will confront choices concerning appropriate stock ownership thresholds, the number of stockholders permitted to comprise such groups, and the maximum number of nominees afforded to qualifying stockholders. While directors will undoubtedly tailor proxy access bylaws to address the needs of their REITs and stockholders, three Maryland REITs have now adopted proxy access bylaw amendments and the terms of those bylaw amendments may prove informative to directors considering the same:

Bylaw Amendments

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In addition to those Maryland REITs who have adopted proxy access bylaws, successful stockholder proposals seeking the adoption of such bylaws proposed the following terms:

Successful Precatory Proposals

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Opinions and conclusions in this post are solely those of the author unless otherwise indicated. The information contained in this blog is general in nature and is not offered and cannot be considered as legal advice for any particular situation. Any federal tax advice provided in this communication is not intended or written by the author to be used, and cannot be used by the recipient, for the purpose of avoiding penalties which may be imposed on the recipient by the IRS. Please contact the author if you would like to receive written advice in a format which complies with IRS rules and may be relied upon to avoid penalties.

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File under: Maryland Corporate Law (Corporate Governance, Maryland REIT)