The Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, effective January 4, 2021 increasing the economic interest of the shareholder/proponent for eligibility to submit a shareholder proposal for inclusion in an issuer’s proxy statement for its shareholders’ meetings. A link to the adopting release as published in the Federal Register on November 4, 2020 is available here.
These are the first significant amendments to Rule 14a-8 in over 35 years.… More
The SEC’s Division of Corporation Finance recently provided helpful clarity regarding the exclusion of certain shareholder proposals under Rule 14a-8. The guidance, Staff Legal Bulletin No. 14K, relates to the “ordinary business” exception and the proof of ownership requirement of the rule.
By way of background, Rule 14a-8 permits shareholders of a public company to submit proposals for a stockholder vote, and the company is generally required to include those proposals unless a specific exception applies.… More
On November 1, 2017, the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14I reflecting guidance ostensibly easing its prior views on the availability of no-action relief for certain shareholder proposals submitted under Rule 14a-8. The guidance affects four topics under the rule: