The Commission has found that dividend matters do not involve “ordinary” business matters because such matters are extremely important to most security holders and involve significant economic and policy considerations.
If my recollection is correct, the SEC usually allows proposals seeking consideration of dividends to be excluded as “ordinary business” after getting no-action requests. USPX member Steven Towns reports the SEC failed to grant such a request by Gibson Dunn, representing GE.
Activists take note. Towns demonstrates that under the right circumstances and with the right arguments, “ordinary business” exclusions can be successfully challenged. See When the proxy system works: SEC allows critical dividend proposal at GE.