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September

SEC Modernizes Shareholder Proposal Rule

SEC Modernizes Shareholder Proposal Rule

September 23, 2020
The SEC has issued a final rule, Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8. The final rule amends:
  • Procedural rules related to the “current ownership requirements to incorporate a tiered approach that provides three options for demonstrating a sufficient ownership stake in a company — through a combination of amount of securities owned and length of time held — to be eligible to submit a proposal; require certain documentation to be provided when a proposal is submitted on behalf of a shareholder-proponent; require shareholder-proponents to identify specific dates and times they can meet with the company in person or via teleconference to engage with the company with respect to the proposal; and provide that a person may submit no more than one proposal, directly or indirectly, for the same shareholders’ meeting.”
  • Resubmission thresholds by revising “the levels of shareholder support a proposal must receive to be eligible for resubmission at the same company’s future shareholders’ meetings from 3, 6, and 10 percent to 5, 15, and 25 percent, respectively.”