FACTBOX-Details of US SEC shareholder proxy access plan

May 20 (Reuters) - The U.S. Securities and Exchange
Commission is considering ways to give shareholders easier
access to the annual corporate proxies that are used to
nominate board directors.

The SEC's proposal would set ownership thresholds linked to
the size of the company, limit the number of nominees by one
shareholder and require certification that a shareholder is not
attempting to change control of the company.

The SEC will solicit suggestions and comments from Wall
Street, shareholder activists, academic experts and others
before deciding whether to finalize the proposal.

SHAREHOLDER REQUIREMENTS:

* Must own at least 1 percent of voting securities of
company with market value over $700 million, or of a registered
investment company with net assets over $700 million.

* Must own at least 3 percent of company with market value
of $75 million to $700 million, or of registered investment
company with net assets of $75 million to $700 million.

* Must own at least 5 percent of company with market value
under $75 million, or of a registered investment company with
net assets under $75 million.

* Shareholders can aggregate holdings to meet thresholds.

* Shareholders must have held shares for at least one
year.

NUMBER OF DIRECTOR NOMINEES:

* Shareholder can nominate no more than one nominee, or up
to 25 percent of the company's board of directors, whichever is
greater.

* Examples: if board has three members, one shareholder
nominee could be included; if board has eight members, up to
two nominees could be included.

DISCLOSURES BY SHAREHOLDER:

* Nominating shareholder must file with the SEC a Schedule
14N to disclose amount and percentage of securities owned,
length of ownership, and intent to hold stake through the date
of company's annual meeting.

* Schedule 14N also requires certification that the
shareholder is not seeking to change control of company or gain
more than minority representation on the board of directors.

* Company must include in its proxy materials disclosures
about the nominating shareholder, as well as the shareholder
nominee or nominees. This information is similar to disclosures
now required in a contested election.

SHAREHOLDER LIABILITY:

* Nominating shareholder or group would be liable for any
false or misleading statements in information given to the
company for inclusion in proxy.

* Company not responsible for information provided by
shareholder, unless it has reason to know information is
false.

COMPANY GOVERNING DOCUMENTS:

* SEC would narrow the Exchange Act law's so-called
"election exclusion," which now lets companies reject
shareholder proposals related to board elections. The agency
would require companies to allow shareholder proposals to amend
a company's governing documents for nomination procedures.

* Shareholders could propose board election changes if they
held at least $2,000 in market value or 1 percent, whichever is
less, of company's securities for at least one year.

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