14a-8 No-Action Letters # A B C D E F G H I J K L M N O P Q R S T U V W X Y Z Overview Developments Procedural exclusions Substantive exclusions Deadlines SEC Staff Legal Bulletins SLB 14 SLB [more...]
Rule 14a-8 - After 1987 Changes Rule 14a-8. Proposals of security holders (a) If any security holder of a registrant notifies the registrant of his intention to present a proposal for action at a forthcoming meeting of the registrant's security holders, the registrant shall set forth the proposal in its proxy statement and identify it in its [more...]
Most Recent Letters December 2006 New York Times 12.18.06 Merck 12.15.06 Bank of America 12.14.06 Bank of America 12.13.06 DPL 12.12.06 Hewlett-Packard 12.12.06 Merck (MN State Board) 12.11.06 Merck (Owens) 12.11.06 IBM (Foster) 12.05.06 IBM (Krueger) 12.05.06 Wm Wrigley [more...]
Regulatory History 2008 changes Amends Rule 14a-8(1)(8) to overturn effect of AFSCME v AIG Changes effective 1.10.08 Release 34-56914 See below 2006 AFSCME v AIG decision Second Circuit rules that proxy access by-laws can't be excluded under Rule 14a-8(1)(8) See AFSCME v AIG See Rule 14a-8(1)(8) 1998 rule changes Recast [more...]
February 2008 Pulte Homes 2.04.08 Home Depot 2.01.08 Lowes 2.01.08 McLatchy 2.01.08 Time Warner 2.01.08 January 2008 Qwest Communications 1.23.08 Mary Ann Neuman Say-on-pay proposal Excludable per 14a-8(b) Berkshire Hathaway 1.22.08 Robert P. Zelin, Sr. Proposal to split stock to lower its [more...]
Overview of Rule 14a-8 SEC summaries SLB 14 Section B Rule 14a-8 and the no-action process SLB 14 B.1 What is rule 14a-8? SLB 14 B.2 How does rule 14a-8 operate? Submission Deadlines SEC FAQs SLB 14 Section B Rule 14a-8 and the no-action process SLB 14 B.3 What are the rule 14a-8 deadlines? [more...]
Question 2: Eligibility Rule 14a-8(b) Question 2: Who is eligible to submit a proposal, and how do I demonstrate to the company that I am eligible? 1. In order to be eligible to submit a proposal, you must have continuously held at least $2,000 in market value, or 1%, of the company's securities entitled to be voted on the proposal at [more...]
Question 3: How many proposals may I submit? Rule 14a-8(c ) Question 3: How many proposals may I submit? Each shareholder may submit no more than one proposal to a company for a particular shareholders' meeting. [more...]
Question 4: How long can my proposal be? Overview If the proponent exceeds the word limitation, the issuer may either accept the proposal and supporting statement or may notify the proponent that he or she must modify the proposal and supporting statement Any title or heading that is a part of the supporting argument will be included in the count [more...]
Question 5: What is the deadline for submitting a proposal? Rule 14a-8(e) Question 5: What is the deadline for submitting a proposal? 1. If you are submitting your proposal for the company's annual meeting, you can in most cases find the deadline in last year's proxy statement. However, if the company did not hold an annual meeting last [more...]
Question 6: Failure to comply with Q1 to Q4 Rule 14a-8(f) Question 6: What if I fail to follow one of the eligibility or procedural requirements explained in answers to Questions 1 through 4 of this section? 1. The company may exclude your proposal, but only after it has notified you of the problem, and you have failed adequately to correct [more...]
Question 7: Burden of persuasion Rule 14a-8(g) Question 7: Who has the burden of persuading the Commission or its staff that my proposal can be excluded? Except as otherwise noted, the burden is on the company to demonstrate that it is entitled to exclude a proposal. [more...]
Developments Delaware chancery court held that advance notice bylaw applies only to Rule 14a-8 precatory proposals Jana Master Fund v. CNET Networks Ruling opens path for proxy contests at Delaware companies with similar advance notice bylaw provisions SEC staff ruled that companies may exclude proxy access proposals from 2008 proxy [more...]
Question 7: Attendance at shareholders' meeting Rule 14a-8(h) Question 8: Must I appear personally at the shareholders' meeting to present the proposal? 1. Either you, or your representative who is qualified under state law to present the proposal on your behalf, must attend the meeting to present the proposal. Whether you [more...]
Improper under state law Rule 14a-8(i)(1) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 1. Improper under state law: If the proposal is not a proper subject for action by shareholders under the laws of the jurisdiction of the company's organization; [more...]
Substantially implemented Rule 14a-8(i)(10) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 10. Substantially implemented: If the company has already substantially implemented the proposal; [more...]
Duplication Rule 14a-8(i)(11) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 11. Duplication: If the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the company's proxy [more...]
Resubmissions Rule 14a-8i12 Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 12. Resubmissions: If the proposal deals with substantially the same subject matter as another proposal or proposals that has or have been previously included in the company's [more...]
Specific amount of dividends Rule 14a-8(i)(13) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 13. Specific amount of dividends: If the proposal relates to specific amounts of cash or stock dividends. [more...]
Violation of law Rule 14a-8(i)(2) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 2. Violation of law: If the proposal would, if implemented, cause the company to violate any state, federal, or foreign law to which it is subject; ____________ Note to paragraph [more...]
Violation of proxy rules Rule 14a-8(i)(3) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 3. Violation of proxy rules: If the proposal or supporting statement is contrary to any of the Commission's proxy rules, including Rule 14a-9, which prohibits [more...]
Personal grievance; special interest Rule 14a-8(i)(4) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 4. Personal grievance; special interest: If the proposal relates to the redress of a personal claim or grievance against the company or any other [more...]
Relevance Rule 14a-8(5) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 5. Relevance: If the proposal relates to operations which account for less than 5 percent of the company's total assets at the end of its most recent fiscal year, and for less than 5 [more...]
Absence of power/authority Rule 14a-8(i)(6) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 6. Absence of power/authority: If the company would lack the power or authority to implement the proposal; [more...]
Management functions Rule 14a-8(i)(7) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 7. Management functions: If the proposal deals with a matter relating to the company's ordinary business operations; [more...]
Relates to election Rule 14a-8(i)(8) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 8. Relates to election: If the proposal relates to a nomination or an election for membership on the companys board of directors or analogous governing body or a procedure for [more...]
Conflicts with company's proposal Rule 14a-8(i)(9) Rule text If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal? *** 9. Conflicts with company's proposal: If the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same [more...]
Question 10: Company's procedural requirements Rule 14a-8(j) Question 10: What procedures must the company follow if it intends to exclude my proposal? 1. If the company intends to exclude a proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before it files its definitive [more...]
Question 11: Proponent's response to SEC Rule 14a-8(k) Question 11: Re: submitter's response to SEC May I submit my own statement to the Commission responding to the company's arguments? Yes, you may submit a response, but it is not required. You should try to submit any response to us, with a copy to the company, [more...]
Q12: Company statements about proposal Rule 14a-8(l) Question 12: Re: company statements about proposal If the company includes my shareholder proposal in its proxy materials, what information about me must it include along with the proposal itself? 1. The company's proxy statement must include your name and address, [more...]
Q13: Company statement in opposition Rule 14a-8(m) Question 13: Re: company's commentary What can I do if the company includes in its proxy statement reasons why it believes shareholders should not vote in favor of my proposal, and I disagree with some of its statements? 1. The company may elect to include in its proxy [more...]
Overview SLB 14 specifically indicates that the staff will look to the qualifications of attorneys giving legal opinions in support of exclusions, and in particular will look to where the lawyer is licensed to practice. Companies incorporated in Delaware should engage Delaware counsel to render any opinions dealing with the Delaware General [more...]