Tag: Rule 14a-8(i)(9)

Some notes from the SEC’s Investor Advisory Committee meeting

by Cydney Posner Today, at a meeting of the SEC’s Investor Advisory Committee, the committee heard various updates regarding proxy season, shareholder rights  and related matters. Pat McGurn of ISS discussed the past proxy season, which he viewed as “one of the strangest” ever.  Why strange? Because of the impact […]

SEC Chair White spills the beans on proposal for universal proxies, hints about the exclusion for conflicting shareholder proposals and discusses other proxy-related matters

by Cydney Posner Today, in a speech to the Society of Corporate Secretaries and Governance Professionals, SEC Chair May Jo White discussed   four proxy-related issues that have recently created tension between companies and their shareholders:  the concept of a universal proxy ballot; shareholder proposals; the delivery of preliminary proxy […]

White shares observations on shareholder activism, the shareholder proposal process and fee-shifting bylaws

by Cydney Posner Today, SEC Chair Mary Jo White spoke at Tulane’s Corporate Law Institute, sharing her observations on the current state of shareholder activism, the shareholder proposal process and fee-shifting bylaws. The common theme: her aversion to gamesmanship and close-minded, reflexive behavior on all sides, which, she believes, can […]

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, […]

Corp Fin Director Higgins shares his thoughts on Rule 14a-8(i)(9), the exclusion for conflicting proposals

by Cydney Posner At a PLI conference yesterday on Corporate Governance, Corp Fin Director Keith Higgins gave us a preview of the Division’s thinking about how to address the issues that have arisen recently with respect to Rule 14a-8(i)(9), which allows a company to exclude from its proxy statement a shareholder proposal […]

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 […]