Overview Shareholder proposals requesting appointment of independent lead director Companies have argued to exclude proposal as "impermissibly vague and indefinite" by invoking Rule 14a-8(i)(3) or under other provisions of Rule 14a-8 See no action letters below for cases in which SEC has granted and denied company requests for exclusion [more...]
Overview Shareholder proposals that seek to place limits on board adoption or extension of poison pills without shareholder vote or approval by unanimous or independent board members Proposed limits include Shareholder ratification Unanimous or super-majority board approval Independent directors' approval Limits on plan term Redeem [more...]
Overview 2008: SEC staff ruled that companies may exclude proxy access proposals from 2008 proxy statements SEC allows exclusion following adoption of changes to Rule 14a-8(i)(8) See 2008 SEC No-action letters immediately below 2007: Overview of developments following 2nd Circuit ruling in AFSCME v AIG Shareholder proposals Hewlett-Packard [more...]