The SEC recently adopted amendments to Rule 14a-8 under the Securities Exchange Act of 1934 to tighten the requirements that govern the initial submission and resubmission of shareholder proposals for inclusion in a company’s proxy materials. These and associated amendments represent some of the most significant changes to the rule’s eligibility provisions in over 20 years. The SEC’s goal in approving more stringent requirements is to ensure that shareholder proponents have a demonstrated “economic stake or investment interest” in a company before imposing the costs of the shareholder proposal process on the company and its other shareholders. The rule changes were adopted over the dissenting votes of two Commissioners.
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