SEC Staff Issues Legal Bulletin Announcing Shift in Shareholder Proposal Review Process Ahead of 2022 Proxy Season

On November 3, 2021, the staff of the Division of Corporation Finance (Staff) of the US Securities and Exchange Commission (Commission) issued Staff Legal Bulletin No. 14L (SLB 14L), providing information regarding the Staff’s review process for companies seeking to exclude shareholder proposals submitted for inclusion in company proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. SLB 14L rescinds Staff Legal Bulletins Nos. 14I, 14J and 14K (Rescinded Bulletins), reversing course on positions taken since 2017 with respect to the ordinary business grounds for exclusion of shareholder proposals contained in Rule 14a-8(i)(7) and the economic relevance grounds for exclusion contained in Rule 14a-8(i)(5).

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