Securities Exchange Act of 1934 — Rule 14a-8
Fidelity Inflation-Protected Bond Fund (Omission of Shareholder Proposal)
February 24, 2015
Scott C. Goebel, Esq.
Fidelity Management & Research Co.
245 Summer Street V10E
Boston, MA 02210
Re: Fidelity Salem Street Trust (File No. 811-02105) - Omission of Shareholder Proposal Pursuant to Rule 14a-8
Dear Mr. Goebel:
In a letter dated January 23, 2015, you advised the staff of the Division of Investment Management (the "Division") that Fidelity Salem Street Trust (the "Trust") planned to omit a shareholder proposal (the "Proposal") submitted to Fidelity Inflation-Protected Bond Fund (the "Fund"), a series of the Trust, from proxy materials for the Fund's shareholder meeting scheduled to be held on or about May 13, 2015.
The Proposal requests that the Board of Trustees of the Fund implement certain procedures to prevent the Fund from holding investments in companies that, in management's judgment, substantially contribute to genocide or crimes against humanity. The Fund argues that the Proposal may be excluded from the proxy statement, as permitted by Rule 14a-8(f)(2) under the Securities Exchange Act of 1934 (the "Exchange Act"), because the Fund is unable to confirm that the proponent (the "Proponent") continues to be a shareholder of the Fund and has continuously held the requisite amount of Fund shares since submitting the Proposal, as required by Rule 14a-8(b)(1) under the Exchange Act, and because the Proponent has not responded to a request to provide additional holdings information.
Based on the information you provided, there appears to be a basis for your view that the Proposal may be excluded in reliance on Rule 14a-8(b)(1).
You also request that the Commission staff waive the 80-day requirement in Rule 14a-8(j)(1). That rule requires a company that intends to exclude a shareholder proposal from its proxy materials to file its reasons with the Commission no later than 80 days before it files its definitive proxy statement and form of proxy with the Commission. The Commission staff may waive the 80-day requirement upon a showing of "good cause for missing the deadline." You explain that the Fund's Board only recently decided to schedule a shareholder meeting and that it was premature to determine that the Proponent was no longer eligible to submit a proposal until the Fund determined to hold a shareholder meeting.
After considering your explanation, we do not agree to waive the 80-day requirement.
Attached is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments concerning this matter, please feel free to contact me at (202) 551-6959.
/s/ Edward P. Bartz
Edward P. Bartz
cc: Jerome E. Meyer
DIVISION OF INVESTMENT MANAGEMENT
INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS
The Division of Investment Management believes that its responsibility with
respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by an investment company in support of its intention to exclude the proposals from the investment company's proxy material, as well as any information furnished by the proponent or the proponent's representative.
The staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff's informal procedures and proxy review into a formal or adversary procedure.
The determination reached by the staff in connection with a shareholder proposal submitted to the Division under Rule 14a-8 does not and cannot purport to "adjudicate" the merits of an investment company's position with respect to the proposal. Only a court, such as a U.S. District Court, can decide whether an investment company is obligated to include shareholder proposals in its proxy material. Accordingly a discretionary determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of an investment company, from pursuing any rights he or she may have against the investment company in court, should the management omit the proposal from the investment company's proxy material.