Client Alert

| January 30, 2012

NYSE Broker Discretionary Voting Modified

On January 25, 2012, the New York Stock Exchange LLC and NYSE Amex Equities LLC issued an information memo relating to Rule 452 and eliminated broker discretionary voting at shareholder meetings on corporate governance proposals. The change is effective for "proposals included on proxy statements going forward."

This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent. For further information on Dewey & LeBoeuf, please visit www.dl.com. +1 888 532 6383