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SEC to Review Conflicting Shareholder Proposal Rule

SEC Chair Mary Jo White directed SEC staff to review Rule 14a-8(i)(9) of the Exchange Act, which allows an operating company to exclude from consideration a shareholder proposal that “directly conflicts” with a proposal put forth by the company. Additionally, in light of the review, the Division of Corporate Finance, which is usually charged with reviewing requests for no action letters in this area, will not express any views on the application of the rule for the current proxy season. The review comes in response to a request by Whole Foods to exclude a shareholder submitted proposal relating the director nomination process, a recommendation for no action by the Commission staff, and a subsequent request that the Commission reconsider its no action letter (documents available here).


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