SEC Proposes Changes to Shareholder Proposal Rule 14a-8

On July 13, 2022, the U.S. Securities and Exchange Commission (SEC) proposed amendments to Rule 14a-8, which would revise three of the potential bases for a company’s exclusion of a Rule 14a-8 shareholder proposal – “substantial implementation,” “duplication” and “resubmissions.” The proposal is intended to “improve the shareholder proposal process and promote consistency.” However, as noted in this alert, without additional clarifications, the proposed amendments could create confusion and pose a greater challenge for companies seeking to exclude shareholder proposals under these rule exclusions.

View this Governance & Securities Alert.