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ARTICLE · 20 JULY 2022

SEC Votes On Changes To Shareholder Proposal And Proxy Solicitation Rules

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On July 13, 2022, the US Securities and Exchange Commission (the "SEC") proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8...

United StatesCorporate/Commercial Law
Christina M. Thomas
Christina M. Thomas
Laura Richman
Laura Richman
David Schuette
David Schuette
Katelyn Merick
Katelyn Merick
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Shareholder Proposal Rule

On July 13, 2022, the US Securities and Exchange Commission (the "SEC") proposed amendments to revise three of the substantive bases for exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Proposed Rules").1 Specifically, the Proposed Rules would amend the following bases for exclusion: substantial implementation (Rule 14a-8(i)(10)); duplication (Rule 14a-8(i)(11)); and resubmission (Rule 14a-8(i)(12)).

According to the proposing release, the Proposed Rules are intended to provide greater certainty and transparency in the application of the exclusionary rules and to facilitate shareholder suffrage and communication between shareholders and companies.

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