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Staff Review of Conflicting Shareholder Proposals

On January 16, 2015, Chair White directed the staff to review Exchange Act Rule 14a-8(i)(9) — the basis for excluding a shareholder proposal that "directly conflicts" with a management proposal — and report to the Commission on its review. The Chair noted that questions had arisen about the proper scope and application of the rule. In connection with its review, the Division of Corporation Finance welcomes views from the public. Please submit comments to

You should submit only information that you wish to make available publicly. We may redact personally identifiable information from submissions, but have no obligation to do so.

See submitted comments.

April 8, 2015

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