Looking through a few of the relatively recent no-action letters, I see the SEC continues to buy into substitute proposals at higher thresholds to call a special meeting than those proposed by shareowers. In the latest insult, a no-action letter was issued to Hain Celestial to deflect a proposal from Kenneth Steiner calling for a 10% threshold. Hain substituted their’s calling for a 25% threshold.
Hain argued the proposals were in direct conflict because they include different thresholds for the percentage of shares required to call special shareholder meetings and that there is potential for conflicting outcomes if the shareholders consider and adopt both proposals. It amazes me that the SEC continues to get snookered by this logic.
Maybe we need a new rule. If two substantively similar proposals are passed by shareowners, the one with the highest vote count wins.