Shareholder Proposals

News & Analysis as of

The Financial Report - Volume 4, No. 6 • March 2015 (Global)

OSC Investor Advisory Panel annual report. The Ontario Securities Commission (OSC) Investor Advisory Panel submitted its 2013-14 annual report. The report summarizes the Panel’s current activities and priorities as well...more

Issuers Omit Proposals From Proxy Statements

As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more

A Sea Change in Proxy Access?

Proxy access has suddenly leap-frogged to the top of seemingly everyone’s corporate governance list after various setbacks over the past few years. In fact, a March 17th Wall Street Journal article quoted Anne Simpson, head...more

Blog: White Shares Observations On Shareholder Activism, The Shareholder Proposal Process And Fee-Shifting Bylaws

Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. ...more

Blog: Proxy Access: Not A Question Of “If,” But “When”?

This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder...more

Blog: Push Has Come To Shove For Some Companies On Proxy Access

If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more

Blog: Shareholder Proposal Regarding Audit Committee Composition

As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more

Blog: Institutional Investors Speak Out On Proxy Access And Conflicting Proposals

Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their...more

SEC Timeout on Proxy Access Issue Has Wider Implications

On January 16, 2015, the SEC withdrew its December 1, 2014 no-action letter in which it concurred with the view of Whole Foods Market, Inc. that the company was entitled under SEC Rule 14a-8(i)(9) to exclude from its proxy...more

Blog: Speakers Comment On Exclusion Of Shareholder Proposals As False And Misleading, Rule 14a-8(i)(3)

At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder...more

Blog: ISS Announces Its Position On Proxy Access And Exclusion Of Shareholder Proposals

Yesterday, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). ...more

ISS Speaks: Proxy Access, Fee Shifting By-laws and More

ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more

SEC’s Rule 14a-8 Volte-Face Is Pointlessly Outré But It Does Have Real World Ramifications

Readers may recall that last December Whole Foods Market, Inc. had secured the SEC staff’s concurrence in excluding a shareholder access proposal submitted by Jim McRitchie. Then, SEC Chair Mary Jo White directed the staff...more

Sandy Hook Parents and Securities Law Professors Support Trinity Wall Street; Wal-Mart Replies

A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more

Proxy Access Update—Director of SEC Division of Corporation Finance Remarks on Decision to Suspend No-Action Relief Based on Rule...

On February 10, 2015, Keith Higgins, Director of the SEC Division of Corporation Finance, provided his informal views (available here) on the Division’s controversial decision to “express no views” on the application of...more

GE and Others Voluntarily Adopt Proxy Access

GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more

Blog: Corp Fin Director Higgins Shares His Thoughts On Rule 14a-8(I)(9), The Exclusion For Conflicting Proposals

At a PLI conference yesterday on Corporate Governance, Corp Fin Director Keith Higgins gave us a preview of the Division’s thinking about how to address the issues that have arisen recently with respect to Rule 14a-8(i)(9),...more

2015 Proxy Season: What to Expect

As we approach this year’s proxy season, it is a good time to reflect on last year’s developments and to plan for this year’s hot topics. A Look Back - In addition to reviewing your own shareholder voting results...more

Proxy Access - Recent Developments

Recent activity by shareholder governance advocates and the SEC has thrust proxy access back into the spotlight. Here we provide a brief refresher on proxy access and our thoughts on recent developments....more

Trinity Wall Street Responds in Appeal of Exclusion of Shareholder Proposal

Currently before the Third Circuit is Trinity Wall Street v. Wal-Mart Stores, Inc. The case involves whether Wal-Mart can exclude a shareholder proposal under the “ordinary business exception” to Rule 14a-8. Trinity...more

Withdrawal of Whole Foods No-Action Letter Leaves a Hole in Proxy Access Proposal Defense

On January 16, 2015, the Securities and Exchange Commission (SEC) announced that, for the 2015 proxy season, the Division of Corporation Finance will not express any views as to whether a company may exclude a shareholder...more

Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and...

Publicly traded REITs today face an increased risk of potential shareholder activism, proxy fights and otherwise hostile overtures. In response to this growing trend, public REITs should examine their corporate governance...more

Issuer Welcomes Shareholder Proposal

A coalition of investors submitted a shareholder resolution to Royal Dutch Shell plc. The resolutions titled ‘Strategic Resilience for 2035 and Beyond’ call for company disclosures on: - ongoing operational emissions...more

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