Tag: shareholder proposals

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.  […]

Speakers comment on exclusion of shareholder proposals as false and misleading, Rule 14a-8(i)(3)

by Cydney Posner At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder proposals that directly conflict with management proposals, also spent a little time […]

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 […]

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 […]

Kerfuffle over “conflicting proposal” exclusion: what does it mean for pending shareholder proposals?

by Cydney Posner As we described in our last post on the saga of James McRitchie’s proxy access proposal submitted to Whole Foods Market, Inc., the SEC staff had granted the no-action request of Whole Foods, confirming that the company could omit McRitchie’s proposal from its proxy statement. That proposal would have […]