On January 25, 2012, the NYSE published an information memo clarifying the application of NYSE Rule 452 to certain types of corporate governance proxy proposals. Rule 452 governs when NYSE member organizations may vote customer shares without specific client instructions. In keeping with recent trends that disfavor broker voting of uninstructed shares, the NYSE has determined that certain proxy proposals that it previously ruled as "Broker May Vote" will now be treated as "Broker May Not Vote" matters, including:

If a company includes one or more of these types of proposals on its ballot and a customer does not instruct its broker on how to vote on those proposals, the broker cannot vote the shares for or against any of these proposals. Broker non-votes are counted as votes against a proposal if the proposal requires an affirmative vote of a majority or more of a company’s outstanding shares or shares entitled to vote. As a result of the NYSE’s new position, it may be significantly more difficult for a company to obtain stockholder approval of a corporate governance proposal, depending on the applicable voting standard.

For more information on recent changes to broker discretionary voting, see Practice Note, Summary of the Dodd-Frank Act: Corporate Governance. To learn more about annual stockholder meetings, see Standard Document, Script for the Annual Stockholders' Meeting.