Recent Amendments To Rule 14a-8 And The Implications For The 2012

This article discusses recent amendments to Exchange Act Rule 14a-8 that will require companies to include in their proxy materials, under certain circumstances, shareholder proposals that seek to establish a procedure for shareholders to include director nominees in the company's proxy materials. This article also identifies certain actions companies should consider for the 2012 proxy season.

Background

On September 20, 2011, amendments to Rule 14a-8 and certain related rules and amendments became effective upon publication in the Federal Register.¹ Under the amendments to Rule 14a-8, as discussed in more detail below, companies will no longer be able to exclude from their proxy materials shareholder proposals that seek to establish a procedure for shareholders to nominate directors.