SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s obligation under Exchange Act Rule 14a-8 to include shareholder proposals in its proxy materials. The SEC staff will apply the guidance during the 2022 proxy season in evaluating company no-action requests seeking exclusion of shareholder proposals on the basis of these exceptions. In SLB 14L the Division has rescinded its three most recent staff legal bulletins under Rule 14a-8 and changed the standards it will apply to determine whether shareholder proposals may not be excluded under the ordinary business and economic relevance exceptions because they involve significant social policy issues, such as those relating to climate change or human capital management.

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