News & Analysis as of

Proxy Access Rule Rule 14a-8

Dorsey & Whitney LLP

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

Dorsey & Whitney LLP on

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

Goodwin

SEC Staff Reiterates No-Action Position on Proxy Access Amendment Proposals

Goodwin on

The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more

Goodwin

Update on SEC Proxy Access No-Action Letters

Goodwin on

Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more

Alston & Bird

SEC Provides Guidance on Exclusion of Shareholder Proposals

Alston & Bird on

On October 22, 2015, the staff of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (SEC) released the highly anticipated Staff Legal Bulletin No. 14H (SLB 14H) concerning...more

Cooley LLP

Blog: Corp Fin Issues New SLB Providing Guidance On Rule 14a-8 Exclusions For “Conflicting Proposals” And “Ordinary Business”

Cooley LLP on

Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: - the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting...more

Latham & Watkins LLP

Proxy Access In The 2015 Season

Latham & Watkins LLP on

Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

Parker Poe Adams & Bernstein LLP

Are Universal Proxy Ballots On the Way?

Improving the proxy process remains front and center at the SEC and continues to garner media headlines. A recent high-profile example was this past proxy season’s focus on proxy access shareholder proposals, including the...more

Stinson - Corporate & Securities Law Blog

Proxy Access — Week of April 26

During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed. All required three percent ownership for three years and all were opposed by the...more

Cooley LLP

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

Cooley LLP on

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

Proskauer Rose LLP

SEC Timeout on Proxy Access Issue Has Wider Implications

Proskauer Rose LLP on

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

Cooley LLP

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

Cooley LLP on

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

Allen Matkins

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

Allen Matkins on

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

Perkins Coie

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

Perkins Coie on

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

Sheppard Mullin Richter & Hampton LLP

SEC Staff To Express No Views On Conflicting Shareholder Proposals Under Rule 14a-8(i)(9)

On January 16, 2015, SEC Chair Mary Jo White issued a directive that the staff of the SEC review its position on Rule 14a-8(i)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”). Concurrent with SEC Chair White’s...more

Katten Muchin Rosenman LLP

SEC Chair Directs Staff to Review Commission Rule Excluding Conflicting Proxy Proposals

On January 16, Securities and Exchange Commission Chair Mary Jo White announced that she has directed the SEC’s staff (Staff) to review Rule 14a-8(i)(9) promulgated under the Securities Exchange Act of 1934, which allows an...more

Stinson - Corporate & Securities Law Blog

Business Roundtable Gives ISS its Views on Proxy Access

The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more

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