At the end of last week, the Corp Fin staff made an announcement advising companies and shareholder proponents, effective immediately, to redact all personally identifiable and other sensitive information from Rule 14a-8 submissions and related materials prior to submitting them to Corp Fin. The staff may require parties to resubmit any materials the staff receives “that contain personally identifiable or sensitive information, in which case the staff will not consider the substance of those materials until they are resubmitted.”
According to the staff, no-action requests and other submissions under Rule 14a-8 frequently include personally identifiable and other sensitive information about shareholder proponents, companies and other parties, such as brokerage account numbers, physical addresses, email addresses and telephone numbers of individual shareholders. This information is not relevant to the staff’s consideration of a no-action request, the staff said. The staff tries to redact this information before making the materials publicly available, but that process can delay posting of these materials.
Accordingly, the staff is now telling companies and proponents that they need to clean up their own submissions. For example, “companies should redact personally identifiable information from an individual shareholder’s cover letter accompanying the proposal. Shareholder proponents should also limit the personally identifiable and sensitive information in the materials they provide to companies by including only the information that is necessary to establish their eligibility to submit the proposal and for the company to communicate with them.”
The staff recognizes that companies may simply be trying to comply with various staff legal bulletins by submitting to the SEC all of the information provided by shareholder proponents, but the staff notes, “these bulletins call for all relevant correspondence.” For example, a shareholder proponent’s proof of ownership documents are not relevant except when the company is contesting a proponent’s eligibility to submit a proposal under Rule 14a-8(b). The staff is now asking companies and shareholder proponents to submit “only information that is directly relevant to the no-action request and to redact any personally identifiable or sensitive information from those materials.”