Rescission of Rule 14a-8’s Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4

The Securities and Exchange Commission proposes to rescind Exchange Act Rule 14a-8 and leave determinations about the role of shareholder proposals to State law and company governing documents. The Commission also proposes to amend Exchange Act Rule 14a-4 to expand the circumstances under which a company may exercise, with respect to proxies it receives, discretionary voting authority on proposals that will be presented at a shareholder meeting but not included in the company’s proxy materials.