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2021-2022 No-Action Responses Issued Under Exchange Act Rule 14a-8

Oct. 19, 2021

This page contains final materials relating to no-action requests processed by the Division of Corporation Finance beginning on or after October 1, 2021 during the 2021-2022 shareholder proposal season. Any correspondence regarding a request for reconsideration is presented below the citation to the original no-action materials.

Additional Archives

Materials relating to no-action responses issued under Exchange Act Rule 14a-8 are archived below. Pursuant to the Federal Information Security Management Act of 2002 and OMB Memorandum M-07-16, we have removed, to the maximum extent practicable, personally identifiable information from the materials.

2021-2022 Shareholder Proposal No-Action Responses Chart

Alphabetical Listing

A B C D E F G H I J K L M N O P Q R S T U V W XYZ

A


B


C


D


E


F


G


H


I


J


K


L


M


N


O


P


Q


R


S


T


V


W


XYZ



Chronological Listing

November 2022


October 2022


September 2022


August 2022


July 2022


June 2022


May 2022


April 2022


March 2022


February 2022


January 2022


December 2021


November 2021


October 2021



Chart of No-Action Responses From October 1, 2021 to November 30, 2021

The staff's responses to Rule 14a-8 no-action requests issued between October 1, 2021 and November 30, 2021 are disclosed in the following chart. The column titled "Date of company's initial submission" contains a hyperlink to the company's initial submission to the staff, and the column titled "Date of staff's response" contains a hyperlink to the correspondence relating to the staff's response, including any letter issued by the staff, the company's initial submission and any subsequent correspondence, in reverse chronological order. On December 13, 2021, the Division announced that the staff would return to the practice of responding to each shareholder proposal no-action request with a written letter and would no longer communicate responses via a chart. Accordingly, the staff’s responses will no longer be communicated via this chart.

Company that submitted the reasons for excluding the proposal. Shareholder that submitted the proposal to the company. Date of company's initial submission. Regulatory bases asserted by company to exclude the proposal. Staff's response to the company's request. Date of staff's response. Did the staff respond by letter?
Texas Pacific Land Corporation Robert Zaccheo, Jr. 9/23/2021 (reconsid.)
Rule 14a-8(i)(7)
Request for reconsideration granted
Concur that Rule 14a-8(i)(7) provides a basis to exclude (ordinary business)
11/23/2021 No
Texas Pacific Land Corporation Gabriel Gliksberg 11/1/2021 Rule 14a-8(e)(2)
Rule 14a-8(i)(2)
Rule 14a-8(i)(6)
Rule 14a-8(i)(8)
Unless revised as specified, concur that rule 14a-8(i)(8) provides a basis to exclude
Unable to concur with exclusion on any of the other bases asserted
11/23/2021 Yes
Texas Pacific Land Corporation Special Opportunities Fund, Inc. 11/9/2021 Rule 14a-8(c)
Rule 14a-8(e)(2)
Rule 14a-8(i)(3)
Rule 14a-8(i)(7)
Concur that Rule 14a-8(c) provides a basis to exclude 11/23/2021 No
Apple Inc. Green Century Balanced Fund 10/18/2021 Rule 14a-8(i)(7) Withdrawn 11/23/2021 No
Starbucks Corporation James McRitchie 11/9/2021 Rule 14a-8(e)(2)
Rule 14a-8(i)(3)
Withdrawn 11/23/2021 No
Costco Wholesale Corporation American Baptist Home Mission Society et al. 9/21/2021 Rule 14a-8(i)(10) Unable to concur that Rule 14a-8(i)(10) provides a basis to exclude 11/15/2021 No
Air Products and Chemicals, Inc. The Nathan Cummings Foundation 9/24/2021 Rule 14a-8(i)(7)
Rule 14a-8(i)(10)
Unable to concur with exclusion on any of the bases asserted 11/15/2021 No
Deere & Company Green Century Balanced Fund 10/15/2021 Rule 14a-8(i)(7)
Rule 14a-8(i)(10)
Withdrawn 11/12/2021 No
Costco
Wholesale Corporation
Green Century Balanced Fund 9/21/2021 Rule 14a-8(i)(7) Withdrawn 11/12/2021 No
Post Holdings, Inc. Franciscan Sisters of Perpetual Adoration 9/17/2021 Rule 14a-8(i)(7)
Rule 14a-8(i)(10)
Withdrawn 11/04/2021 No
Walgreens Boots Alliance, Inc. Myra K. Young 9/20/2021 Rule 14a-8(i)(6)
Rule 14a-8(i)(7)
Withdrawn 10/26/2021 No
Walgreens Boots Alliance, Inc. Kenneth Steiner 9/10/2021 Rule 14a-8(e)(2)  Concur that Rule 14a-8(e)(2) provides a basis to exclude 10/12/2021 No
AutoZone, Inc. Elizabeth Gale Michaels Rev Tr 8/6/2021  Rule 14a-8(i)(7)
Rule 14a-8(i)(10)
Unable to concur with exclusion on any of the bases asserted 10/12/2021 No
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