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SEC issues staff legal bulletin on exclusion of shareholder proposals

  • SEC (US Securities and Exchange Commission) Image

Oct 24, 2018

The SEC’s Division of Corporation Finance has issued Staff Legal Bulletin (SLB) 14J, “Shareholder Proposals,” which provides its views on the exclusion of shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934.

Specifically, the SLB discusses:

  • “board analyses provided in no-action requests that seek to rely on Rules 14a-8(i)(5) or 14a-8(i)(7) as a basis to exclude shareholder proposals;
  • the scope and application of micromanagement as a basis to exclude a proposal under Rule14a-8(i)(7); and
  • the scope and application of Rule 14a-8(i)(7) for proposals that touch upon senior executive and/or director compensation matters.”

The views expressed in the SLB should not be considered a rule, regulation, or statement of the SEC. For more information, see SLB 14J on the SEC’s Web site.

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