The SEC's Division of Corporation Finance recently announced
changes to its process for responding to no-action requests that
seek exclusion from proxy materials of shareholder proposals
submitted under Exchange Act Rule 14a-8.
Starting with the 2019-2020 proxy season, the staff may respond
orally, rather than in writing, to a no-action request. In an
additional change to its past practice, the staff announced that it
may decline in its response to state a view on the company's
arguments for exclusion, instead of indicating whether it agrees or
disagrees with the arguments. The Division cautions that the
company and the shareholder proponent should not interpret a staff
decision declining to state a view as indicating that the company
must include the proposal in its proxy materials. The company may
exclude the proposal if it has a valid legal basis to do so.
