BoardroomDirect ®

Update on the current board issues: February 2015

Inside this edition

Proxy access proposals in the 2015 proxy season

One story of the 2015 proxy season is shareholder proposals to nominate directors and a 48-year-old shareholder proposal exclusion rule.

The rule allows for the exclusion of a shareholder proposal that directly conflicts with a management proposal. While the rule has been around since 1967, recent developments regarding a proxy access shareholder proposal filed at Whole Foods Market has raised the prospect of whether the rule needs to be changed.

In January, SEC Chair Mary Jo White asked the agency’s staff to review the rule after SEC staff had initially granted no-action relief to Whole Foods management. Subsequently, the commission’s Division of Corporation Finance announced it will “express no views on the application of Rule 14a-8(i)(9) during the current proxy season.”

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