Shareholder Proposal No-Action Responses Issued Under Exchange Act Rule 14a-8
Nov. 21, 2019
The Division of Corporation Finance receives requests from companies to state its informal, non-binding views on whether it concurs that there is a legal basis to exclude shareholder proposals from their proxy statements under Exchange Act Rule 14a-8 (“Rule 14a-8”). For information on the Division's processing of Rule 14a-8 no-action requests, see our informal procedures regarding shareholder proposals.
All incoming requests and supplemental correspondence must be submitted to the Division using our online Shareholder Proposal Form.
Under Rule 14a-8(j), a company seeking to exclude a shareholder proposal must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission. The staff will endeavor to respond to all requests within this time frame.
Materials relating to no-action responses issued under Rule 14a-8 from prior shareholder proposal seasons are available here.
Division of Corporation Finance: For questions related to shareholder proposals submitted to operating companies, contact the Division of Corporation Finance’s Office of Chief Counsel at email@example.com or 202-551-3500.
Division of Investment Management: For questions related to shareholder proposals submitted to investment companies (e.g., mutual funds), please contact the Division of Investment Management’s Disclosure Review Office at IMshareholderproposals@sec.gov or 202-551-6921.