Skip to Main Content

Public Statement


 
 

Statement from Chair White Directing Staff to Review Commission Rule for Excluding Conflicting Proxy Proposals

Chair Mary Jo White

Jan. 16, 2015

The Commission's proxy rules enable shareholders to submit proposals for inclusion in a company's proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions.  One of the exclusions, Exchange Act Rule 14a-8(i)(9), allows a company to exclude a shareholder proposal that "directly conflicts" with a management proposal.  Due to questions that have arisen about the proper scope and application of Rule 14a-8(i)(9), I have directed the staff to review the rule and report to the Commission on its review.

###

ANNOUNCEMENT OF THE DIVISION OF CORPORATION FINANCE RELATED TO EXCHANGE ACT RULE 14a-8(i)(9) FOR CURRENT PROXY SEASON

In light of Chair White's direction to the staff to review Rule 14a-8(i)(9) and report to the Commission on its review, the Division of Corporation Finance will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.

Related Materials


Print Facebook Twitter Email Share
Facebook Twitter Email
Modified: Jan. 16, 2015