Shareholder Proposal No-Action Letters

INTRODUCTION

Morrison & Foerster is pleased to share this 2019 - 2020 review of the responses to shareholder proposal no-action requests from the Division of Corporation Finance (the "Division") of the Securities and Exchange Commission (the "Commission"). This review discusses statements of the staff of the Division (the "Staff"), which provide background for recent Staff no-action request responses and the guidance provided by those responses.

Rule 14a-8 under the Securities Exchange Act of 1934 ("Rule 14a-8") permits a company's shareholders to present proposals for inclusion in the company's proxy materials for its next annual meeting. Rule 14a-8 includes eligibility and procedural requirements that a shareholder must satisfy and a list of 13 substantive categories that a proposal may not address. If a shareholder fails to satisfy the eligibility or procedural requirements, or if a proposal falls within one of the 13 prohibited categories, a company may