SEC Issues No-Action Letters Regarding Shareholder Proposals Contested on “Substantial Implementation” Grounds
On February 12, 2016, the Securities and Exchange Commission (the “SEC”) issued18 no-action letters concerning requests to exclude proxy access shareholder proposals from proxy materials pursuant to Rule 14a-8(i)(10) of the Securities Exchange Act of 1934, as amended. Rule 14a-8(i)(10) permits a company to exclude shareholder proposals from its proxy materials if the company has already “substantially implemented” such proposals. The SEC granted no-action relief in 15 of the 18 requests thereby shedding light on the contours of the “substantially implemented” basis for shareholder proxy access proposal exclusion.
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