The SEC's Blueprint for Dealing with Proxy Access Proposals

Originally appeared in Kaye Scholer's Spring 2016 M&A and Corporate Governance Newsletter. 

The SEC publicly released 18 no-action letters on February 12, 2016, relating to proxy access proposals under Rule 14a-8. The SEC granted no-action relief for 15 of the proposals on the basis that the companies had substantially implemented the proposals pursuant to Rule 14a-8(i)(10). These no-action letters provide a blueprint for getting no-action relief on proxy access proposals during the 2016 proxy season.

Proxy access refers to the right of shareholders to put forward directors for election at an annual shareholders' meeting using management's proxy statement and proxy card. The SEC attempted to mandate proxy access for public companies in an amendment to the proxy rules that was adopted in 2010. The SEC's proxy access rules were challenged by the Business Roundtable and Chamber of Commerce of the United States of America (Business Roundtable), and struck down by the