'Great Deal of Progress' On Proxy Access, SEC's Cox Says
By Judith Burns
The Wall Street Journal
Friday, March 9, 2007
Securities and Exchange Commission Chairman Christopher Cox said
Thursday that regulators have made good progress in addressing a
thorny question concerning shareholder democracy and will
propose a final rule this year that will favor investors.
"We've made a great deal of progress," Mr. Cox told reporters
after a speech to a corporate lawyers' conference. He told Dow
Jones Newswires that he expects the agency will finalize a
definitive rule this year, in time for corporate annual meetings
Mr. Cox said an SEC rule addressing shareholder access to
corporate proxy ballots will be proposed, rejecting suggestions
the agency might favor management who oppose giving shareholders
access to the company's proxy ballot.
Technology, including use of electronic proxies, will be part of
a solution, Mr. Cox indicated. He noted that costs of running a
proxy campaign have always been at the center of the
proxy-access issue, but said costs should fall dramatically if
companies replace traditional mail with Internet communication
The SEC has wrestled with the proxy-access issue since a federal
court ruling last September rejected its staff's long-standing
approach and sided with shareholder activists. Shareholder
advocates want the ability to put their own candidates for
directors on corporate proxy ballots, eliminating the cost
entailed in a full-blown proxy contest, while opponents say that
will give too much power to special-interest groups and make it
harder to attract and retain directors.
Mr. Cox originally promised the SEC would clarify matters in
time for corporate annual meetings in 2007, but the agency has
yet to take any formal action. Asked about the matter at a press
conference Thursday, Mr. Cox said he disagreed with reports that
the SEC is dragging its feet on the controversial issue.
Mr. Cox's prepared remarks to the corporate law group focused on
new SEC rules for reporting executive pay and perks, and he
announced the agency will use data-tagging technology to
highlight compensation practices at some of the largest U.S.
SEC officials will tag executive-compensation data and post
results on the SEC's Web site, according to Mr. Cox, making
results for several hundred large U.S. firms available in June.
Data tagging, using software such as "extensible business
reporting language", applies a tag to individual bits of
information, much like a bar code, allowing the information to
be easily compared and analyzed. Mr. Cox has championed use of
such technology for corporate reports and the SEC already is
testing use of corporate quarterly and annual reports using data
Judith Burns at