Professor Larry Hamermesh of the Widener University School of Law provides learned commentary here on United States Proxy Exchange’s recently published model proxy access proposal under revised SEC Rule 14a-8, and the following issues it raises: Why is the stockholder proposal merely precatory, when stockholders have the power under DGCL Section 112 to adopt the bylaw themselves? And won’t that approach permit boards of directors to discount the significance of a vote on the proposal?