Tag Archives: shareholder proposals

SEC staff updates guidance on shareholder proposals

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

SEC Staff Issues New Guidance on Shareholder Proposals

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:

  • the ordinary business exclusion (Rule 14a-8(i)(7));
  • the economic relevance exclusion (Rule 14a-8(i)(5));
  • proposals by proxy; and
  • the use of images and graphs in supporting statements.…
  • More