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Election Notice – 7/19/19

Notice of Annual Meeting of FINRA Firms and Proxy

Executive Summary

FINRA will conduct its Annual Meeting of firms on Monday, August 19, 2019, at 9:00 a.m. Eastern Time in the FINRA Visitors Center at 1735 K Street, NW, in Washington, D.C. The purpose of the meeting is to elect individuals to fill one small firm seat and one large firm seat on the FINRA Board of Governors (FINRA Board).1

It is important that all eligible firms be represented by proxy or in person at the Annual Meeting. Firms are urged to vote using one of the methods described below. In order for a proxy to be considered valid, it must be signed by the executive representative of the firm eligible to vote in the election.

Firms that are members of FINRA as of the close of business on Thursday, July 18, 2019 (the Annual Meeting record date), are eligible to vote.

Note: This Notice was mailed and sent electronically to the executive representative of each FINRA member firm. It is also posted on FINRA’s website at www.finra.org/notices/election/071919.

Questions regarding this Election Notice may be directed to:

  • Marcia E. Asquith, Executive Vice President and Corporate Secretary; or
  • Jennifer Piorko Mitchell, Vice President and Deputy Corporate Secretary, by email​ or (202) 728-8949.

Election of Governors

Election Notice 5/24/19 previously announced the two upcoming vacancies on the FINRA Board, FINRA’s nominees, and the process by which interested individuals could seek petitions in support of their nomination to be included on the proxy.2

Below is the list of candidates who were either nominated by the Nominating Committee or submitted the requisite number of petitions and were certified by the Corporate Secretary as eligible candidates.

Large Firm Governor Candidates

FINRA Nominating Committee Nominee

  • Andrew S. Duff, Board of Directors, Piper Jaffray & Co.

Nominee by Petition

  • Chris W. Flint, President & Chief Executive Officer, ProEquities, Inc.

Small Firm Governor Candidates

FINRA Nominating Committee Nominee

  • Robert A. Muh, Chief Executive Officer, Sutter Securities

Nominee by Petition

  • Linde Murphy, Chief Compliance Officer, M.E. Allison & Co., Inc.

Attachment A includes the profiles of the Large Firm Governor candidates and Attachment B contains the profiles of the Small Firm Governor candidates.

Term of Office

Governors are appointed or elected to three-year terms. Governors may not serve more than two consecutive full terms.3 The winning candidates’ terms will begin immediately following the Annual Meeting.

In order for the Board to maintain compliance with the compositional requirements of the FINRA By-Laws, elected Board members have a continuing obligation to satisfy the firm-size classification throughout the entire term for which the Governor is elected. The By-Laws expressly provide that a Governor’s term on the Board shall terminate immediately upon a determination by a majority vote of the remaining Governors, that the Governor no longer satisfies the classification for which he or she was elected and the Governor’s continued service would violate the mandated compositional requirements of the Board.

Voting Eligibility

FINRA firms are eligible to vote for the nominees who are running for seats that are in the same size category as their own firm. Therefore, firms registered with FINRA as of the close of business on Thursday, July 18, 2019, will receive a proxy card listing the candidates running for the seat that is the same size category as their own firm.

Along with a copy of this Notice, a proxy listing the Small Firm Governor candidates was mailed to the executive representative of each eligible small firm, and a proxy listing the Large Firm Governor candidates was mailed to the executive representative of each eligible large firm.

Voting Methods

Firms will be able to submit a proxy by any lawful means, including using any of the following methods:

  • Telephone;
  • U.S. mail; or
  • Internet.

Alternatively, firms may attend the Annual Meeting and vote in person. The proxy mailed to each eligible firm contains detailed instructions on the proxy submission procedures.

For purposes of the election, for each open Governor seat, a quorum must be met in each size category. Therefore, as mentioned above, it is important that all firms be represented at the Annual Meeting. Following receipt of this Notice and proxy, executive representatives may receive telephone reminders during the election period to ensure that FINRA receives sufficient proxies to satisfy the Annual Meeting quorum requirements, as well as broad participation in the election by all firms that are eligible to vote.

Revocation of Proxies

If you have given a revocable proxy pursuant to a proxy card distributed by FINRA, you may nonetheless revoke your proxy by attending the Annual Meeting and voting in person. In addition, you may revoke any such proxy you give at any time before the Annual Meeting by delivering to FINRA’s Corporate Secretary a written statement revoking it or by duly delivering another proxy at a later time. Your attendance at the Annual Meeting will not in and of itself constitute a revocation of your proxy.

Voting Instructions

The named proxies shall vote as instructed by the FINRA firm. In the absence of a direction with respect to the election, any duly delivered proxy will not be counted in determining the outcome of the election, but will be counted in determining the presence of a quorum at the Annual Meeting. In their discretion, the named proxies will be authorized to vote upon all such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Endnotes

  1. To be eligible to serve, Small Firm Governors must be registered with a small firm and Large Firm Governors must be registered with a large firm. See FINRA By-Laws, Article I (xx) and (z). Pursuant to Article I of FINRA’s By-Laws, a small firm is defined as a firm that employs between one and 150 registered persons, and a large firm is a firm that employs at least 500 registered persons.
  2. A person who was not been nominated by the Nominating Committee was eligible for inclusion on the ballot for the election if he or she timely presented the requisite number of petitions in support of his or her nomination. See FINRA By- Laws, Article VII, Section 10.
  3. See Article VII, Section 5. If a Governor is elected or appointed to fill a vacancy for a term of less than one year, the Governor may serve up to two consecutive full terms following the expiration of the Governor’s initial term. Id.