News & Analysis as of

Whole Foods Shareholder Proposals

Parker Poe Adams & Bernstein LLP

A New Shareholder Proposal Staff Legal Bulletin–Just in Time for Proxy Season

Just in time for calendar year companies to begin receiving shareholder proposals, the SEC staff has released Staff Legal Bulletin No. 14H, which closes the loop on the controversy initiated by a Whole Foods proxy access...more

Ropes & Gray LLP

SEC Issues Staff Legal Bulletin Outlining the Scope of the “Directly Conflicts” Exclusion under Rule 14a-8 and Providing Guidance...

by Ropes & Gray LLP on

On October 22, 2015, the SEC’s Division of Corporation Finance (the Division) issued Staff Legal Bulletin No. 14H (the SLB) in which it provides guidance on two key issues surrounding the exclusion of shareholder proposals...more

Dechert LLP

New SEC Guidance Makes Excluding Shareholder Proposals More Difficult

by Dechert LLP on

In Staff Legal Bulletin 14H released on October 22, 2015, the staff of the SEC’s Division of Corporation Finance weighed in on two important means by which a company may exclude a shareholder proposal from company proxy...more

Cooley LLP

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

by 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

Stinson Leonard Street - Dodd-Frank and the...

Preliminary Planning for the 2016 Proxy Season

Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more

Stoel Rives LLP

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

by Stoel Rives LLP on

The SEC has finally proposed clawback rules, here, required by Section 954 of the Dodd-Frank Act. When adopted, the rules will require stock exchanges to propose and adopt listing standards that implement the requirements;...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

Stoel Rives LLP

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

by Stoel Rives LLP on

We knew someone would do this for us if we just waited long enough. A summary of early trends in proxy access responses suggests most are including the shareholder proposal and recommending a no vote. See here. Only a single...more

Proskauer Rose LLP

SEC Timeout on Proxy Access Issue Has Wider Implications

by 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

Allen Matkins

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

by 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...

by 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

Dechert LLP

Proxy Access - Recent Developments

by Dechert LLP on

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

Blank Rome LLP

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

by Blank Rome LLP on

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

Akin Gump Strauss Hauer & Feld LLP

SEC Staff Will No Longer Issue No-Action Letters on Conflicting Shareholder Proposals During the 2015 Proxy Season

The staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “SEC Staff”) recently announced that it would refuse to grant no-action relief during the 2015 proxy season to companies seeking...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume X, Issue 3

by Katten Muchin Rosenman LLP on

In this issue: - SEC Chair Directs Staff to Review Commission Rule Excluding Conflicting Proxy Proposals - SEC Comments on FINRA's Proposed Rule Amendment to Increase Pricing Disclosure - CFTC Grants...more

Allen Matkins

The SEC’s Rule 14a-8 Process Just Became Even More Pointlessly Outré

by Allen Matkins on

Yesterday, Broc Romanek posted on SEC Chair Mary Jo White’s Friday surprise with respect the no-action letter request submitted by Whole Foods Market, Inc. Readers may recall that in December Whole Foods had obtained the...more

Allen Matkins

‘Tis A “Bootless Labour” To Ask The Staff To Appeal Its Own No-Action Advice

by Allen Matkins on

In This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing, I wrote about Jim McRitchie’s attempt to “appeal” the staff’s decision with respect to the exclusion of his proxy access proposal to Whole Foods Market,...more

Stinson Leonard Street - Dodd-Frank and the...

Institutional Investors Not Amused by Proxy Access Exclusions

Some public companies have requested the SEC to permit exclusion of proxy access proposals by stating the shareholder proposal directly conflicts with the issuers own proposal that will be included in the proxy statement. ...more

Akin Gump Strauss Hauer & Feld LLP

Proxy Access Proposals: Recent Developments

Recently, New York City Comptroller Scott Stringer, who oversees five municipal public pension funds with $160 billion in assets, announced an initiative to give shareholders who meet specified criteria the right to nominate...more

Cooley LLP

Blog: Whole Foods proxy access saga continues

by Cooley LLP on

In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods....more

Allen Matkins

Whole Foods Files Preliminary Proxy Statement Without Shareholder Proxy Access Proposal

by Allen Matkins on

Earlier this week, I wrote about Jim McRitchie’s “appeal” of the SEC staff’s decision to concur with the Whole Foods’ exclusion of his shareholder proxy access proposal based on the inclusion of a company proposal. ...more

Stinson Leonard Street - Dodd-Frank and the...

Proxy Access: Request to Reconsider Whole Foods; Another Seeks to Avoid NYC Proposal

James McRitchie was the shareholder proponent who submitted a proxy access proposal to Whole Foods. The SEC granted Whole Foods’ request to exclude the proposal. Mr. McRitchie has now requested an appeal to the full...more

Allen Matkins

This “Appeal” Of Whole Foods’ No-Action Letter Isn’t Very Appealing

by Allen Matkins on

Last week, James McRitchie submitted an “appeal” of the staff’s grant of no-action advice to Whole Foods Market, Inc. As explained in a post by Broc Romanek, Whole Foods was able to obtain that staff’s concurrence in...more

Allen Matkins

In Texas Can Some Shares Be More Equal Than Others?

by Allen Matkins on

Although Rome before Augustus is often described as a republic, it was in many respects ruled by the wealthy who jealously guarded their power. So it was with Rome’s comitia centuriata. In theory, this was an assembly of...more

Ropes & Gray LLP

SEC Grants No-Action Relief to Whole Foods to Exclude Proxy Access Shareholder Proposal

by Ropes & Gray LLP on

On December 1, 2014, the staff of the Securities and Exchange Commission granted no-action relief to Whole Foods Market regarding its request to omit a shareholder proposal from its proxy materials pursuant to Rule...more

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