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.

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ANNOUNCEMENT OF THE DIVISION OF CORPORATION FINANCE RELATED TO EXCHANGE ACT RULE 14a-8(i)(9) FOR CURRENT PROXY SEASON

In light of Chair White´s direction to the staff to review Rule 14a-8(i)(9) and report to the Commission on its review, the Division of Corporation Finance will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.


Last modified: Jan. 16, 2015