Proxy Access Effective November 15: Will Not Apply in 2011 to Companies that Mailed Their 2010 Proxy Materials Before March 15, 2010 Unless Annual Meeting Date Is Moved by More Than 30 Days

Sullivan & Cromwell LLP - September 16, 2010

The SEC’s new federal proxy access rules were published today in the Federal Register and will be effective on November 15, 2010. The new rules will apply to a company for the 2011 proxy season if the deadline for submitting nominations (generally, the 120th day prior to the anniversary of the 2010 proxy mailing date) is on or after the November 15 effective date. Therefore, if a company mailed its 2010 proxy materials before March 15, 2010, the new rules will not apply to it for the 2011 proxy season. If a company did not hold an annual meeting in 2010, or moves the date of its annual meeting by more than 30 days from the date of the 2010 meeting, the submission deadline will be a “reasonable time” before the company mails its 2011 proxy materials, as specified by the company in a Form 8-K. The adopting release for the new rules provides that shareholders may not submit nominations under the new rules prior to the effective date.