SEC Staff Issues New Guidance for Rule 14a-8 No-Action Review: Reinstates Need for “Nexus” between Social Policy Issues and the Company’s Business
Last week, with the 2025 proxy season well underway, the Staff of the U.S. Securities and Exchange Commission Division of Corporation Finance issued Staff Legal Bulletin No. 14M, revising guidance on the exclusion of shareholder proposals submitted pursuant to Exchange Act Rule 14a-8, specifically under Rule 14a-8(i)(5) (economic relevance) and Rule 14a-8(i)(7) (ordinary business). Most notably, SLB 14M rescinds Staff Legal Bulletin No. 14L issued in November 2021 and reinstates certain guidance from prior Staff Legal Bulletin Nos. 14I, 14J and 14K, which had been rescinded by SLB 14L. SLB 14M also addresses a number of technical interpretive issues.
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