SEC Releases Guidance on Shareholder Proposals


On October 16, 2012, the Securities and Exchange Commission, Division of Corporation Finance (the Division) published Staff Legal Bulletin No. 14G (SLB No. 14G). The purpose of SLB No. 14G is to provide guidance on certain aspects of the shareholder proposals rule, Rule 14a-8 under the Securities and Exchange Act of 1934. This guidance will be useful to companies and proponents in reviewing the basis upon which certain shareholder proposals may be excluded from proxy materials. SLB No. 14G focuses on proponents’ proof of ownership and website references in shareholder proposals. Companies should carefully review this guidance before sending no-action requests to the Division or notices of defect to proponents.

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