Most public companies use Broadridge for shareholder voting tasks related to their annual meetings. Due to a new interpretive position being taken by the SEC, Broadridge recently informed its clients of a technical change in its online, mobile and telephonic voting platforms that may adversely affect obtaining favorable shareholder votes, particularly from retail investors.

Historically, Broadridge offered shareholders the ability to “vote with the board’s recommendation” on all proposals through the click of a single button. The SEC’s new interpretive position prohibits Broadridge (and other service providers) from continuing to offer this option. As a result, Broadridge will be changing its online, mobile and telephonic voting platforms for the upcoming proxy season:

  • / Mobile ProxyVote – The “vote with the board’s recommendation” button will be removed and the online platform will more closely track the presentation of voting options on proxy cards and voting instruction forms. Specifically, shareholders will be presented with the option of voting on each item individually and will be informed of the board’s recommendations with respect to each item. Shareholders will be informed that if they select the "submit" button without selecting any items individually, their proxies and voting instructions will be cast in accordance with the board’s recommendations. Similar changes are also going to be made to the mobile voting platform.
  • Telephone Voting – Telephone voting will be revised to encourage shareholders to vote on each item individually but will allow shareholders to affirmatively elect not to vote individually. If they make that affirmative election, their votes and voting instructions will be cast in accordance with the board’s recommendations.

What if you have questions?

For any questions or more information on these or any related matters, please contact Edwin Astudillo (858-720-7468, or any other attorney in the firm’s corporate practice group. A list of such attorneys can be found by clicking the “ATTORNEYS” tab on the left-hand side of this page.


This update has been prepared by Sheppard, Mullin, Richter & Hampton LLP for informational purposes only and does not constitute advertising, a solicitation, or legal advice, is not promised or guaranteed to be correct or complete and may or may not reflect the most current legal developments. Sheppard, Mullin, Richter & Hampton LLP expressly disclaims all liability in respect to actions taken or not taken based on the contents of this update.