SEC Staff Announces Changes To Shareholder Proposal No-Action Request Process

On September 6, 2019, the Division of Corporation Finance (Staff) of the Securities and Exchange Commission (SEC) published a statement regarding no-action requests to exclude shareholder proposals under Exchange Act Rule 14a-8. Specifically, the Staff announced the following changes:

• Responses May Be Oral: Starting with the 2019-20 shareholder proposal season, the Staff may respond orally instead of in writing to some no-action requests. The Staff noted that it “intends to issue a response letter where it believes doing so would provide value, such as more broadly applicable guidance about complying with Rule 14a-8.”
• Responses May Not Be Issued at All: In the past, the Staff has attempted to respond to all no-action requests. Starting with the 2019-20 shareholder proposal season, however, the Staff may decline to weigh in on certain no-action requests. The Staff noted that if it does not take a view on any particular request, “the interested parties should not