Firm Memoranda

SEC Proposes to Modernize the Shareholder Proposal Process

Date: 11/19/19

On November 5, 2019, the Securities and Exchange Commission (the “SEC”) proposed amendments to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Act”).  Rule 14a-8 permits a company to exclude a shareholder proposal from its proxy statement if the proposal fails to meet any of several specified substantive requirements or if the shareholder-proponent does not satisfy certain eligibility or procedural requirements. The purpose of the proposed amendments to Rule 14a-8 (“Proposed Amendments”) is to modernize the eligibility and procedural requirements governing the inclusion of shareholder proposals in a company’s proxy statement, in light of the significant changes that have taken place in the markets in the decades since these regulatory requirements were last revised.

SEC Proposes to Modernize the Shareholder Proposal Process.pdf (pdf | 98.75 KB )