On September 23rd, the Commission adopted rules
altering the shareholder proposals submission (and re-submission)
framework under Rule 14a-8 of the Exchange Act for the first time
in over twenty years.
Following another split-vote of the commissioners, the SEC
approved the staff's recommended modifications to the current
shareholder ownership threshold for initial submissions as well as
the shareholder support levels required for resubmissions of
proposals and adopted several other notable changes in-line with
staff's proposing release.
Initial Submission Thresholds
With respect to initial submission requirements, the adopting
release noted the Commission's view that the amount of stock
owned by a shareholder is not the only way to demonstrate an
interest in a company, particularly for smaller investors.
The final rules reflect the Commission's conclusion that the
length of time owning a company's securities may be a more
meaningful indicator that a shareholder
