Model Shareowner Proposal for Proxy Access

(Just look at all the things our friends in the US have to go through simply in order to be able to get their shareholder proposals to nominate directors in the Proxy materials.To Japan's credit, it already provides clear access to the proxy for anyone holding the lesser of 1% of total shares or 300 units – a low hurdle. )


This document updates a model shareowner proposal that can be presented to corporations for a shareowner vote under SEC Rule 14a-8 to ensure that long-term shareowners have a reasonable, but not necessarily easy, means for including board nominations in the proxy materials those corporations distribute—so called “proxy access.” Other approaches to proxy access have been proposed, but all entail extraordinary disenfranchisement—mostly limiting nominations to only the largest of institutional investors. Our model proposal is structured to allow all long-term shareowners, including individual investors, a reasonable opportunity to participate in nominations while maintaining strong safeguards against abuse.

Download the entire model shareowner proposal:

The Board Director Training Institute (BDTI) is a "public interest" nonprofit in Japan dedicated to training about directorship, corporate governance, and related management techniques. It is certified by the Japanese government to conduct these activities as a regulated nonprofit. Read a summary about BDTI here, and see a menu of its services for both corporations and investors here.

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