You might recall that, in 2019, Corp Fin discontinued its longstanding approach of responding by written letter to each no-action request to exclude a shareholder proposal. Instead, the staff responded by letter only when it believed “doing so would provide value, such as more broadly applicable guidance about complying with Rule 14a-8,” and declined to respond by letter to requests that it considered to be ordinary course. The vast majority of responses were publicly communicated on a chart posted on the Corp Fin website. At the time, the staff indicated that the change was intended to make the process more efficient and effective. (See this PubCo post.) On review, the staff has now decided to revert back to prior practice.
In this announcement yesterday, the staff indicates that Corp Fin has now “reconsidered this approach, and after review of the practice we believe that written responses will provide greater transparency and certainty to shareholder proponents and companies alike.” Accordingly, the staff will “once again respond to each shareholder proposal no-action request with a written letter, similar to those issued in prior years.” The response letters will be posted publicly. However, responses won’t be posted on a chart on a current basis, but the staff expects to publish a chart after proxy season.