Who Are the Real Winners Under UPC?
While many had predicted that the introduction of the universal proxy card (UPC) would mean a boon for activists, after two years the evidence is more nuanced, with activists often appearing to face an even higher bar in order to win support for their candidates, writes Antoinette Giblin. The Security and Exchange Commission’s (SEC) new […]
Antoinette Giblin is Editorial Manager at Diligent Market Intelligence (DMI). This post is based on a Diligent memorandum by Ms. Giblin, and Josh Black.
While many had predicted that the introduction of the universal proxy card (UPC) would mean a boon for activists, after two years the evidence is more nuanced, with activists often appearing to face an even higher bar in order to win support for their candidates, writes Antoinette Giblin.
The Security and Exchange Commission’s (SEC) new regime for director elections was made applicable to all U.S. shareholder meetings held after August 31, 2022 and was widely expected to make proxy fights head-to-head contests between sitting directors and dissident candidates that activists would more often win, especially when advancing minority slates, due to the pick-and-mix menu presented.
However, activists targeting U.S. boards have come away with fewer seats including settlements since its rollout, with the figure decreasing from 176 in 2022 to 161 in 2023 and falling further to 155 in 2024, according to Diligent Market Intelligence (DMI) data.
