On August 25, 2010, the U.S. Securities and Exchange Commission (the “SEC”) adopted amendments to its proxy rules to allow significant, long-term shareholders to more easily exercise their rights to nominate and elect directors to company boards of directors. Under a new Rule 14a-11 of the Securities Exchange Act of 1934 (the “Exchange Act”), companies will be required to provide to shareholders in their proxy materials, under certain circumstances, information about, and the ability to vote for, a shareholder’s (or group of shareholders’) nominees for director. In addition, amendments to Rule 14a-8(i)(8) of the Exchange Act preclude companies from relying on Rule 14a-8(i)(8) to exclude from their proxy materials shareholder proposals by qualifying shareholders that seek to establish a  procedure under a company’s governing documents for the inclusion of one or more shareholder director nominees in the company’s proxy materials.

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