Rule 14a-8 submissions and related materials frequently include personally identifiable and other sensitive information about shareholder proponents, companies and other parties that is not relevant to the staff’s consideration of a no-action request.  This includes information such as brokerage account numbers, physical addresses, email addresses and telephone numbers of individual shareholders.  While the Division seeks to redact, to the extent practicable, this information before making the materials publicly available, this process can result in delays in the public dissemination of these materials.

Beginning immediately, companies and shareholder proponents should redact all personally identifiable and other sensitive information from Rule 14a-8 submissions and related materials prior to submitting them to the Division.  For example, companies should redact personally identifiable information from an individual shareholder’s cover letter accompanying the proposal.  Shareholder proponents should also limit the personally identifiable and sensitive information in the materials they provide to companies by including only the information that is necessary to establish their eligibility to submit the proposal and for the company to communicate with them.  The staff may require parties to resubmit any materials we receive that contain personally identifiable or sensitive information, in which case the staff will not consider the substance of those materials until they are resubmitted.

We understand that while attempting to comply with Item G.7 of Staff Legal Bulletin No. 14,[1] Item F.3 of Staff Legal Bulletin No. 14B[2] and Item G of Staff Legal Bulletin No. 14C,[3] companies often submit to us all of the information that shareholder proponents provide to them.  We note that these bulletins call for all relevant correspondence.  We believe that the amount of personally identifiable and sensitive information sent to us would be reduced dramatically if companies did not submit documents that are not relevant to our consideration of a no-action request.  For example, unless a company is contesting a proponent’s eligibility to submit a proposal under Rule 14a-8(b), it should not submit to us a shareholder proponent’s proof of ownership documents.  Accordingly, to reduce the amount of personally identifiable and sensitive information we receive, we ask companies and shareholder proponents to submit to the Division only information that is directly relevant to the no-action request and to redact any personally identifiable or sensitive information from those materials.