The Conference Board Governance Center Blog


NYSE Limiting Broker Discretion for Governance Proposals

The New York Stock Exchange announced new restrictions in the application of its Rule 452 regarding brokers’ ability to vote uninstructed customer shares.

Under Rule 452, the NYSE will no longer permit brokers to vote customer shares, without specific customer instructions, on the following governance proposals:

  • Destaggering a company’s board of directors;
  • Majority voting in the election of directors;
  • Eliminating supermajority voting requirements;
  • Providing for the use of consents;
  • Providing the right to call a special meeting; and
  • Certain types of anti-takeover provision overrides.


Barbara Blarckford, Senior Advisor, The Conference Board Governance Center

Barbara Blarckford, Senior Advisor, The Conference Board Governance Center

Barbara Blackford is currently a Senior Advisor to The Conference Board Governance Center. Barbara recently retired from Superior Essex Inc., a Fortune 750 wire and cable manufacturer acquired by LS Corp, a leading South Korea exchange listed company and a member of the LS Group. Barbara has also served as General Counsel of AirGate PCS, a NASDAQ listed Sprint affiliate and Associate General Counsel of Monsanto Company. While at Monsanto, she was head of the Corporate Securities, Corporate Governance and Mergers & Acquisitions legal functions and oversaw more than $40 billion in M&A activity. In all of these roles, she was primarily responsible for providing legal support to the Board of Directors, securities compliance and executive compensation. Barbara served on the Board of Directors of the Society of Corporate Secretaries and Governance Professionals and is a frequent speaker on governance and securities laws. She served as the Reporter for The Conference Board Task Force on Executive Compensation.

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