Proxies and Proxy Voting
Chapters in this video
- 0:00 Proxy statements versus proxy cards: the menu and the order
- 2:01 Street name rules and the three broker obligations
- 2:38 Routine versus non-routine matters and the auditor ratification memory aid
- 4:44 Broker non-votes: quorum yes, actual vote no
- 5:48 Discretionary voting and management backing
- 6:24 Rapid-fire exam recap
What this video covers
- The Securities Exchange Act of 1934 versus the 1933 Act, and which statute governs proxy solicitation rules
- The difference between a proxy statement (the informational menu) and a proxy card (the written authorization to vote)
- Street name holding and the broker-dealer's three-step obligation under FINRA's proxy material forwarding rule
- The routine matter exception: when brokers may vote uninstructed shares (ratification of auditors) and when they absolutely may not
- Why director elections are non-routine industry-wide since 2010, even when uncontested, and why no single firm can override this classification
- Broker non-votes: how they count for quorum purposes but never count as votes for or against a proposal
- Discretionary voting on routine matters, and why brokers typically vote in line with management recommendations
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete SIE course in the app is free too, including adaptive practice questions and spaced-repetition flashcards.