NACD Pulse Survey for Proxy Access

Nearly 500 directors have weighed in on NACD’s recent survey regarding the SEC’s proposed new rules for facilitating shareholder director nominations through proxy access. These responses will be used to formulate NACD’s response to the new rules.  Below are the preliminary results.  You will receive a copy of the final results, and NACD’s response, before the end of the official comment period set by the SEC.

Preliminary Results: July 21, 2009.

1. In general, do you support some form of shareholder access to the proxy?
   1. Yes—62.9%
   2. No—35.2%
   3. Other—1.9%
2. What percentage of the voting securities at each size company listed below should be held in order to have director nominees included in the company proxy materials?

   Company Size (in net assets)	Minimum Percentage of Ownership
   	1%	2%	3%	4%	5%
   $700 mil. or more	12.4%	5.8%	15.9%	3.6%	62.2%
   $75-$700 mil.	4.6%	3%	12.6%	12.6%	67.2%
   Less than $75 mil.	5.4%	1.7%	6.1%	3.1%	83.7%

3. Should shareholders be able to aggregate their holdings to meet the applicable ownership threshold?
   1. Yes, (as proposed by the SEC)—35%
   2. No—56.3%
   3. Yes, with the following conditions—8.7%
4. How long should shareholders be required to hold their shares in order to have their director nominee(s) included in company proxy materials?
   1. One year—37.4%
   2. Two years—37.4%
   3. Three years—16.8%
   4. Four years—8.5%
5. Should the rule include a provision that requires board involvement to ensure that shareholders’ director nominees have the necessary background and skill sets?
   1. Yes, a shareholder who satisfies eligibility requirements for having its nominee included in company proxy materials should be required to consult with the nominating/governance committee—on a non-binding basis—regarding the nominee’s qualifications prior to proxy solicitation.—89%
   2. No—11%
6. Do you believe that the comment period should be extended by at least 30 days to permit comment?
   1. Yes—63.3%
   2. No—36.7%
7. Do you (or your company) plan to comment directly to the SEC?
1. Yes—21.8%
2. No—78.2%