The Commission's proxy rules enable shareholders to submit proposals for inclusion in a company's proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions.  One of the exclusions, Exchange Act Rule 14a-8(i)(9), allows a company to exclude a shareholder proposal that "directly conflicts" with a management proposal.  Due to questions that have arisen about the proper scope and application of Rule 14a-8(i)(9), I have directed the staff to review the rule and report to the Commission on its review.

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ANNOUNCEMENT OF THE DIVISION OF CORPORATION FINANCE RELATED TO EXCHANGE ACT RULE 14a-8(i)(9) FOR CURRENT PROXY SEASON

In light of Chair White's direction to the staff to review Rule 14a-8(i)(9) and report to the Commission on its review, the Division of Corporation Finance will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.