{"abstract":"We are proposing new rules that would, under certain circumstances, require companies to include in their proxy materials security holder nominees for election as director. These proposed rules are intended to improve disclosure to security holders to enhance their ability to participate meaningfully in the proxy process for the nomination and election of directors. The proposed rules would not provide security holders with the right to nominate directors where it is prohibited by state law. Instead, the proposed rules are intended to create a mechanism for nominees of long-term security holders, or groups of long-term security holders, with significant holdings to be included in company proxy materials where there are indications that security holders need such access to further an effective proxy process. This mechanism would apply in those instances where evidence suggests that the company has been unresponsive to security holder concerns as they relate to the proxy process. The proposed rules would enable security holders to engage in limited solicitations to form nominating security holder groups and engage in solicitations in support of their nominees without disseminating a proxy statement. The proposed rules also would establish the filing requirements under the Securities Exchange Act of 1934 for nominating security holders.","action":"Proposed rule.","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"body_html_url":"https://www.federalregister.gov/documents/full_text/html/2003/10/23/03-26351.html","cfr_references":[{"chapter":null,"citation_url":null,"part":240,"title":17},{"chapter":null,"citation_url":null,"part":249,"title":17},{"chapter":null,"citation_url":null,"part":274,"title":17}],"citation":"68 FR 60784","comment_url":null,"comments_close_on":"2003-12-22","correction_of":null,"corrections":[],"dates":"Comments should be received on or before December 22, 2003.","disposition_notes":null,"docket_ids":["Release Nos. 34-48626","IC-26206","File No. S7-19-03"],"dockets":[],"document_number":"03-26351","effective_on":null,"end_page":60826,"executive_order_notes":null,"executive_order_number":null,"explanation":null,"full_text_xml_url":"https://www.federalregister.gov/documents/full_text/xml/2003/10/23/03-26351.xml","html_url":"https://www.federalregister.gov/documents/2003/10/23/03-26351/security-holder-director-nominations","images":{},"images_metadata":{},"json_url":"https://www.federalregister.gov/api/v1/documents/03-26351?publication_date=2003-10-23","mods_url":"https://www.govinfo.gov/metadata/granule/FR-2003-10-23/03-26351/mods.xml","not_received_for_publication":null,"page_length":43,"page_views":{"count":103,"last_updated":"2026-04-04 16:15:04 -0400"},"pdf_url":"https://www.govinfo.gov/content/pkg/FR-2003-10-23/pdf/03-26351.pdf","presidential_document_number":null,"proclamation_number":null,"public_inspection_pdf_url":null,"publication_date":"2003-10-23","raw_text_url":"https://www.federalregister.gov/documents/full_text/text/2003/10/23/03-26351.txt","regulation_id_number_info":{"3235-AI93":{"issue":"200404","html_url":"https://www.federalregister.gov/regulations/3235-AI93/security-holder-director-nominations","title":"Security Holder Director Nominations","xml_url":"http://www.reginfo.gov/public/do/eAgendaViewRule?pubId=200404&RIN=3235-AI93&operation=OPERATION_EXPORT_XML","priority_category":"Substantive, Nonsignificant"}},"regulation_id_numbers":["3235-AI93"],"regulations_dot_gov_info":{},"regulations_dot_gov_url":null,"significant":false,"signing_date":null,"start_page":60784,"subtype":null,"title":"Security Holder Director Nominations","toc_doc":"Security holder director nominations","toc_subject":"Securities and investment companies:","topics":["Investment companies","Reporting and recordkeeping requirements","Securities"],"type":"Proposed Rule","volume":68}