Guidelines to Navigate Universal Proxy Card (2024)

In the second proxy season with Universal Proxy Card (“UPC”) regulations, shareholders adapted and elected a lower proportion of dissident nominees to Boards in proxy contests that proceeded to a vote. Boards, activists, proxy advisors and shareholders are becoming more comfortable navigating UPC rules. Boards and management teams should continue to adapt communications and disclosure strategies in this environment. Read below for a guide to navigating UPC dynamics for next proxy season and beyond.