Exchange Act Rule 14a-4(a)(3)

Last Update: March 22, 2016

Questions and Answers of General Applicability

Section 301. Description under Rule 14a-4(a)(3) of Rule 14a-8 Shareholder Proposals

Question 301.01

Question: Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.”  How specifically must a registrant describe a Rule 14a-8 shareholder proposal on its proxy card?

Answer: The proxy card should clearly identify and describe the specific action on which shareholders will be asked to vote.  This same principle applies to both management and shareholder proposals.  For example, it would not be appropriate to describe a management proposal to amend a company’s articles of incorporation to increase the number of authorized shares of common stock as “a proposal to amend our articles of incorporation.”  Similarly, it would not be appropriate to describe a shareholder proposal to amend a company’s bylaws to allow shareholders holding 10% of the company’s common stock to call a special meeting as “a shareholder proposal on special meetings.”  The following descriptions of shareholder proposals also would not satisfy Rule 14a-4(a)(3):

  • A shareholder proposal on executive compensation;
  • A shareholder proposal on the environment;
  • A shareholder proposal, if properly presented; and
  • Shareholder proposal #3.