Tag: proxy access

Highlights from panels with current and former staff of Corp Fin

by Cydney Posner Below are some highlights (from my notes) of the PLI Securities Regulation Institute panel discussions Thursday and Friday with the Corp Fin staff (Keith Higgins, Shelley Parratt, David Fredrickson, Michele Anderson, Karen Garnett) as well as a number of some former staffers, plus some additional discussion from […]

Corp Fin issues new SLB providing guidance on Rule 14a-8 exclusions for “conflicting proposals” and “ordinary business”

by Cydney Posner Corp Fin today posted Staff Legal Bulletin 14H providing guidance on two key issues regarding shareholder proposals under Rule 14a-8: the scope and application of Rule 14a-8(i)(9) (the exclusion for conflicting proposals); and the scope and application of Rule 14a-8(i)(7) (the exclusion for ordinary business) in light of Trinity […]

Is the SEC considering reproposing mandatory proxy access rules?

by Cydney Posner The SEC has posted a new staff working paper, “Public versus Private Provision of Governance: The Case of Proxy Access,” reporting on a study conducted by the SEC’s  Division of Economic and Risk Analysis (DERA), of the “tradeoffs” between universal regulatory mandates and so-called “private ordering” in the […]

Proxy Access: not a question of “if,” but “when”?

by Cydney Posner This article in the WSJ observes that there appears to be a major shift in the viability of proxy access, as a growing number of companies are adopting bylaw amendments or are expected to submit the matter to shareholder votes this proxy season. The article quotes NYC […]

Push has come to shove for some companies on proxy access

by Cydney Posner If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express its view on the application of the exclusion, Rule 14a-8(i)(9) (conflicting […]

Institutional investors speak out on proxy access and conflicting proposals

by Cydney Posner Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their proxy statements if they directly conflict with management proposals for the same meeting.  […]

ISS announces its position on proxy access and exclusion of shareholder proposals

by Cydney Posner Today, ISS issued long-awaited FAQs regarding its policy with respect to shareholder proposals for proxy access and its position on exclusion of shareholder proposals under Rule 14a-8(i)(9). Taken together with the views that Glass Lewis has informally already expressed on this issue (which tend to emphasize a more subjective, […]

Glass Lewis expands on its views of proxy access proposals

by Cydney Posner At the end of last week, as discussed here, proxy advisory firm Glass Lewis told the WSJ that, in some circumstances, it may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal. That […]

Glass Lewis jumps into the fray on exclusion of shareholder proposals for proxy access

by Cydney Posner The WSJ reported on Friday afternoon that proxy advisory firm Glass Lewis may recommend against company nominees for director when the company excludes a shareholder proposal for proxy access on the basis of a conflicting management proposal, where that management proposal represents a “diluted alternative” for proxy […]

Whole Foods proxy access saga continues

by Cydney Posner In her NYT column this past Sunday, Gretchen Morgenson provides an interesting update on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods. When we last tuned in, the SEC staff had granted the no-action request of Whole Foods Market, Inc., allowing the company to omit […]