April 17, 2014

Business Groups File Shareholder Proposal Rulemaking Petition

Broc recently noted the ongoing dialogue about revisiting Rule 14a-8, including SEC Commissioner Gallagher’s recent speech, Ed Knight’s WSJ op-ed and Ann Yerger’s WSJ op-ed responding to Ed Knight’s op-ed. Against this backdrop, last week the U.S. Chamber of Commerce and several other business groups filed a rulemaking petition with the SEC seeking SEC action on Rule 14a-8(i)(12), the provision governing the excludability from company proxy materials of shareholder proposals previously submitted to shareholders that did not elicit meaningful shareholder support. Specifically, the groups seek amendment of the resubmission rule to increase significantly the percentage of favorable votes required before the company is obligated to include in its proxy materials the substance of proposals shareholders previously rejected. This will likely find its way to the museum of rulemaking petitions that the SEC has no ability to act on given their pressing rulemaking demands handed down from Congress.

Transcript: “Rural/Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty”

We have posted the transcript for our popular webcast: “Rural/Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty.”

More on our “Proxy Season Blog”

We continue to post new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Recap: SEC’s Proxy Advisors Roundtable
– The Role of Shareholder Proposals: Ending Apartheid
– Icahn Tweets Intention to Submit Shareholder Proposal at Apple
– Majority Support Prompts Verizon Bylaw on Proxy Access
– How to Update D&O Questionnaires for “Bad Actors”
– New Defensive Tactic Leads to Negative Recommendations for Director Elections
– Group of 70 Investors Pressure Companies to Assess Climate Change
– Survey: Directors Split on Governance Engagement

– Dave Lynn