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CalPERS Seeks Proxy Access for Director Nomination

Today in the United States, shareowners do not have effective access to the proxy. Shareowner access to the proxy for the purpose of nominating director candidates is CalPERS top priority of focus to ensure a sustainable system of corporate governance that fosters democracy, director accountability and long-term value creation. Without effective proxy access, the director election process simply becomes a ratification of corporate management's slate of nominees. CalPERS believes proxy access is a fundamental shareowner right that allows significant investors reasonable access to place nominees on corporate proxy ballots with all nominees being subsequently subject to a vote of the majority of shareowners.

On June 10, 2009, the SEC proposed changes to the federal proxy rules to remove impediments to the exercise of shareholders' rights to nominate and elect directors to company Boards of Directors. The proposed rule is a historically significant reform that will enable investors to hold corporate boards accountable and restore investor confidence in the capital markets. Through its SEC comment letters, CalPERS communicated its strong endorsement of the proposed new rules which would require, under certain circumstances, a company to include in the company's proxy materials, shareholder's or group of shareholders' nominees for director. The SEC continues to review all submitted comment letters in order to thoroughly address outstanding concerns before issuing its final ruling.

CalPERS continues to proactively watch closely, offering considerable support and leadership, for actions being taken by the U.S. Congress to address proxy access. On March 22, 2010, the U.S. Senate Banking Committee approved Senator Dodd's proposed legislation, "Restoring American Financial Stability Act of 2010," for release to the Senate Floor. Included in this legislation is a dedicated section on strengthening corporate governance provisions including proxy access. The legislation specifically states that the SEC may issue rules permitting the use by shareowners of a company's proxy for the purpose of nominating individuals to the Board. A vote on this historic piece of legislation is expected before Memorial Day, May 31, 2010.

May 18, 2010
Oppose Carper - Corker - Bayh Amendments to strike Corporate Governance Reforms (PDF, 207 KB)

January 19, 2010
CalPERS Encourages the SEC to Facilitate Shareholder Director Nominations- Part 2 (PDF, 28 KB)

August 14, 2009
CalPERS Encourages the SEC to Facilitate Shareholder Director Nominations- Part 1 (PDF, 139 KB)

May 20, 2009
CalPERS Applauds SEC Release of Proposed Rulemaking for Shareowner Proxy Access

February 17, 2009
Corporate Governance Director Nominations - Policy related to CalPERS ability to nominate directors to corporate boards

November 19, 2007
Top U.S., International Investors Urge Sec to Table Proposed Rollback of Shareowner Rights

November 14, 2007
CalPERS Urges U.S. Senate Committee to Protect Shareowner Access to Corporate Election Ballots

September 27, 2007
CalPERS Comment Letter to SEC -- Shareowner Proposals: File No. S7-16-07 (PDF, 62 KB)

CalPERS Comment Letter to SEC -- Shareowner Proposals Relating to the Election of Directors: File No. S7-17-07 (PDF, 46 KB)

October 8, 2003
CalPERS Calls Proxy Access Rule Proposal "Good First Step"

September 25, 2003
Institutional Investor's Full-Page ad in the Wall Street Journal asks SEC to give Shareholders Access to Corporate Election Ballots

September 10, 2003
Disclosure on Nominating Committee Functions and Communications between Security Holders and Board of Directors (PDF, 80 KB)