The no-action letter to Whole Foods Market (Whole Foods), sanctioning exclusion of my proxy access proposal is based on a reinterpretation of Rule 14a-8(i)(9) without going through the rulemaking process. Letting Whole Foods substitute a sham proxy access proposal could negatively impact dozens of proposals submitted this year on proxy access and other topics.
The case is similar to AFSCME vs AIG, where the SEC also reinterpreted an existing rule without going through the rulemaking process. When rules are changed, the public has a right to notice and input. Yesterday, I filed an appeal to the full Commission. The body of that appeal is posted below so that others can benefit from and supplement these arguments in future cases. Download the full appeal as a pdf (McRitchieAppealNo-action12-23-2014). Continue Reading →