CII sent an important letter to the SEC on a recent no-action issued to the AES Corporation (AES) (not yet posted). A similar no-action had been granted in 2016 to Illumina (ILMN) on a proposal I (James McRitchie) had submitted. ISS referenced both. From the facts regarding AES, it appears John Chevedden submitted a proposal to lower the required threshold for shareholder to call a special meeting. The current standard is 25%. Chevedden’s proposal requested 10%. The SEC’s no-action letter gave the following rationale: Continue Reading →
Tag Archives | Rule 14a-8(i)(9)
There will be no rush to binding proxy access proposals, thanks to a July 21 denial of a no-action request filed by H&R Block. Corporations (HRB) continue with Wile E. Coyote type plots to derail genuine proxy access. See this incoming no-action request from Microsoft (MFST). However, in the case of H&R Block we foiled the latest plot to keep corporate governance a democratic-free zone without resorting to binding proxy access proposals. Continue Reading →
Substantial implementation, that’s what SEC staff deemed proxy access ‘lite’ last week. Investor rights were eroded again as staff granted a number of no-action letters on February 12th to companies based on “substantial implementation” of proxy access. At its founding, the SEC was largely a champion of shareholder rights. The SEC required companies to include proposals on any proper subject in the proxy in order to approximate the conditions of the annual meeting. The SEC even took Transamerica to court in 1947 for refusing to place shareholder proposals in their proxy. From that high point, the SEC began chipping away at shareholder proxy rights. Last week’s decisions inferring proxy access lite to be substantial implementation provided further evidence of an agency more concerned with protecting entrenched managers than shareholder rights. Continue Reading →
What a mouthfull. The 2015 National Conference in Chicago, 6/24-27, was my first time attending one of their events. Even though I’ve been blogging about corporate governance for almost 20 years, I didn’t know what they call themselves? SCSGP? Even that is a mouthful; without vowels how would I pronounce it? Maybe “Corporate Secretaries?” It turned out to be just the “Society.” Like Modonna, Yanni, Sher, Twiggy, Enya, Charo, Bono and Voltaire, only one name is needed. All those other societies will have to come up with other options to avoid confusion. Continue Reading →
Take Action: Comment on SEC’s Rule 14a-8(i)(9) Review
As proxy season draws to an end, managers, boards and their legal advisors are calling on the SEC to allow companies to exclude shareholder proposals if a company includes a proxy proposal on the same subject, even if it would do the opposite of the shareholder proposal. That recommendation threatens to hijack the very existence of the proxy proposal system, which simply allows shareholders to petition boards to take action and to put those petitions to a proxy vote to gauge support from shareholders. Your meaningful vote in corporate elections and the foundations of democratic corporate governance are at stake. Continue Reading →
Citigroup (C) and shareowner activist James McRitchie, who publishes the popular website CorpGov.net, reached an agreement this week on a proxy access proposal that would allow shareowners to place their nominees directly on the corporate proxy. Continue Reading →
Just a quick note to other shareholders who have filed proxy proposals this season. If the company you filed with requested and obtained a no-action letter from the SEC under Rule 14a-8(i)(9), you might obtain a reversal of that sanctioned exclusion. However, as far as I know, you need to ask for reconsideration. I don’t think the SEC is automatically reversing such letters without being requested to do so by the shareholder proponent. See letters to shareowner activist John Chevedden below.
As previously reported (SEC Withdraws No-Action: Rule 14a-8(i)(9) Suspended), the SEC has essentially suspended Rule 14a-8(i)(9) Conflicts with company’s proposal. Chair Mary Jo White issued the following: Continue Reading →
I’m delighted to see “Discussion of Proxy Access” (11:05-12:05 p.m.) as one of the items on the agenda for the SEC’s Investor Advisory Committee (SEC-IAC) at the upcoming February 12th meeting. I discuss two recommendations below. Take Action: Please submit your own and paste into comments below. See comments submitted.
Proxy Access: Rule 14a-11
In light of CFA Institute’s Proxy Access in the United States: Revisiting the Proposed SEC Rule with the following findings, it is time to revisit the SEC’s overturned Rule 14a-11. Continue Reading →
The SEC has essentially suspended Rule 14a-8(i)(9) Conflicts with company’s proposal. Shareowners at Whole Foods Market and at many other companies have scored a huge victory.
Last Friday the SEC issued the following:
Statement from Chair White Directing Staff to Review Commission Rule for Excluding Conflicting Proxy Proposals
Chair Mary Jo White
Jan. 16, 2015 The Commission’s proxy rules enable shareholders to submit proposals for inclusion in a company’s proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions. One of the exclusions, Exchange Act Rule 14a-8(i)(9), allows a company to exclude a shareholder proposal that “directly conflicts” with a management proposal. Due to questions that have arisen about the proper scope and application of Rule 14a-8(i)(9), I have directed the staff to review the rule and report to the Commission on its review.
Nice to see the Gretchen Morgenson of the New York Times writing about my appeal of the SEC’s no-action letter allowing Whole Foods Market to exclude my proxy access proposal. (Whole Foods’ High Hurdle for Investors, 1/3/2015) As Morgenson, writes: Continue Reading →