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ARTICLE · 28 OCTOBER 2015

Corporate Alert: SEC Issues Guidance on Shareholder Proposal Exclusions

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On October 22, 2015, the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H) to provide guidance on the scope and application of Exchange Act Rules 14a-8(i)(9) and (7), two of the substantive bases for the exclusion of shareholder proposals from a company's proxy materials.

United StatesCorporate/Commercial Law
Sara Adler
Sara Adler
Joel Greenberg
Joel Greenberg
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On October 22, 2015, the SEC's Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H) to provide guidance on the scope and application of Exchange Act Rules 14a-8(i)(9) and (7), two of the substantive bases for the exclusion of shareholder proposals from a company's proxy materials.

Rule 14a-8(i)(9)

Rule 14a-8(i)(9) permits a company to exclude a shareholder proposal "[i]f the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same meeting." In response to interpretive questions arising during the last proxy season, SEC Chair Mary Jo White directed the Division to review the scope and application of this exclusion, and the Division suspended its consideration of company requests for no-action relief under Rule 14a-8(i)(9).

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