This appears to be the first no-action request filed on a proxy access proposal this season. The company asserts that Steiner’s resolution improperly constitutes multiple proposals, is “impermissibly vague and misleading,” is beyond the company’s power to implement, and relates to the firm’s ordinary business operations.
Ted Allen writes that “most of the company’s arguments relate to its assertion
that the proposal is seeking to prescribe how the company defines a ‘change in control.’ According to Textron, this part of the proposal doesn’t relate to shareholder rights but has implications for how the company deals with third parties such as lenders, and how directors and officers act in their personal capacity.” Nonsense, the way I read it, that provision is one unifying element, key to the proposal.
Additionally, in its Dec. 28 request Wells Fargo & Co. asked the SEC for permission to revise a binding access proposal filed by Norges Bank Investment Management. Wells Fargo wants to delete a Web page reference that doesn’t load. Hopefully, Norges will load the page up and remove the objection. Since Ted’s post, Charles Schwab made a similar request regarding another Norges proposal.
See the full post at Textron Seeks to Omit Proxy Access Proposal, ISS Governance, 1/5/2012. Of course, since the post by ISS there have been additional no-action requests on proxy access proposals. As I previously reported, KSW adopted proxy access and argued in a no-action request to the SEC they have substantially implemented a request by USPX member Daniel Rudewicz. There also are no-action requests from Sprint and Bank of America on USPX type proposals from Ken Steiner as well as a request from Goldman Sachs on a similar proposal from me.
What I find even more fascinating are recent posts from Glyn Holton, CEO of the United States Proxy Exchange, describing responses to the no-action request from Textron. These requests, generally run 20-30 pages long, so Holton’s responses are coming in parts. The last time I looked, he had posted Part I, Part II, and Part III.
As a USPX member myself, I’m delighted Holton has taken up this task. I’ll be even happier, as I’m sure he will be, once USPX has several more law students and retired attorneys to help out as volunteers. Any law students want a class project? Any law firms looking to do some pro bono work in this area? If so, please contact me.