February 2008
- Pulte Homes 2.04.08
- Home Depot 2.01.08
- Lowes 2.01.08
- McLatchy 2.01.08
- Time Warner 2.01.08
|
January 2008
- Qwest Communications 1.23.08
- Berkshire Hathaway 1.22.08
- Robert P. Zelin, Sr.
- Proposal to split stock to lower its trading
range
- "A" shares trade at over $130,000 per share;
"B" shares trade at over $4,600 per share
-
Excludable per
14a-8(i)(13)
- Burlington Northern 1.22.08
- Verizon Communications 1.22.08
- Verizon Communications 1.22.08
- Robert A. Rehm
- Proposal to amend by-laws to allow shareholders
to nominate directors, subject to specified conditions
- Withdrawn
- Company invoked
Rule (i)(8)
- E. I. du Pont 1.14.08 Withdrawn
by company
- International Brotherhood of DuPont Workers
- Requests report on DuPont layoff practices
- Company invoked
Rule 14a-8(i)(3)
- Tootsie Roll Industries 1.14.08
Excludable per 14a-8(e)(2)
- Northstar Asset Management, Inc
- Say-on-pay proposal
- Company invoked
Rule 14a-8(e)
- Bank of America 1.11.08
Excludable per 14a-8(b)
- General Electric 1.11.08
Not excludable
- Johnson & Johnson 1.11.08
Excludable per 14a-8(i)(7)
- Stephen Sacks, Ph.D.
- Proposal re employee health insurance practices
- Company invoked
Rule 14a-8(i)(7)
\
- KB Home 1.11.08
Excludable per 14a-8(i)(7)
- Amalgamated Bank LongView
Collective Investment Fund
- Create litigation - compliance committee
- Company invoked
Rule 14a-8(i)(7)
- Merck 1.11.08
Excludable per 14a-8(i)(7)
- Ryland Group 1.11.08
Excludable per 14a-8(i)(7)
- Amalgamated Bank LongView MidCap 400 Index Fund
- Create litigation - compliance committee
- Company invoked
Rule 14a-8(i)(7)
- Trinity Health
- Adopt principles for comprehensive health care
reform
- Amy Goodman
Gibson Dunn
1050 Connecticut Ave., N.W.
Washington, DC 20036
202-955-8500
- Free Enterprise Action Fund
- Re: political contributions
- Proposal withdrawn
- Dyke Richard Turner
- Re: political contributions
- Failed to meet the deadline to establish minimum
ownership
- Excludable per Rule 14a-8(f)
- John G. Carlevaro
- Re: stock awards
- Excludable per Rule 14a-8(h)(3)
- Company included the proposal in its 2007 proxy
but neither the proponent nor a representative presented the proposal during the
2007 annual meeting
- George F. Longino III
- Re: compensation
- Excludable per Rule 14a-8(h)(3)
- Company included the proposal in its 2007 proxy
but neither the proponent nor a representative presented the proposal during the
2007 annual meeting
- Alice Perry and Northstar Asset Management
- Re: policy of publishing chemical and biological
data on its products
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(3)
- Company also invoked Rule 14a-8(i)(3)
- Robert D. Morse
- Re: compensation
- Excludable per Rule 14a-8(h)(3)
- Company also invoked Rule 14a-8(i)(12)(i)
- Company included the proposal in its 2007 proxy
but neither the proponent nor a representative presented the proposal during the
2007 annual meeting
- Will apply to any future submission to the
company by the same proponent with respect to any shareholder meetings held
during calendar year 2009
- Orlen Van Driessche
- That company cease to offer any stock options
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(11)
- Therisa Kreilein
- That company improve its stock ownership and
holding requirements so that senior executives hold any shares they receive in
connection with the exercise of stock options for the life of the executive
- Excludable per Rule 14a-8(i)(2) or (i)(6) as it
may cause the company to breach an existing contract, unless the proponent
provides the company, within seven calendar days after receipt of the staff's
response, with a revised proposal
- Not excludable per Rule 14a-8(b) nor Rule
14a-8(f)
- Rita Bugzavich
- That company establish an independent committee
to report on potential damage to the company's name and reputation as a result
of its operations in the People's Republic of China
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(4)
- Dennis W. Rocheleau
- Proposals re directors
- Excludable per Rule 14a-8(c)
- Company also invoked Rule 14a-8(i)(8)
- Michael L. Saville
- That company establish an independent committee
to report on potential damage to the company's name and reputation as a result
of its operations in the People's Republic of China
- Excludable per Rule 14a-8(i)(7)
- International Brotherhood of Teamsters General
Fund
- That company's board make available in its annual
proxy statement information relevant to the company's efforts to safeguard its
operations from a terrorist attack or other security incident
- Not excludable per Rule 14a-8(i)(3) or
14a-8(i)(7)
- William Steiner and his proxy, John Chevedden
- That company adopt a shareholder say-on-pay
policy
- Excludable per Rule 14a-8(i)(11) as substantially
duplicative of a previously submitted proposal that will be included in the 2008
proxy materials
- SEIU General Fund
- Re: uninstructed broker votes
- Company invoked Rule 14a-8(i)(2)
- Withdrawn
- Robert D. Morse
- Re compensation
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by Rule 14a-8(b)
- Kenneth Steiner
- That company adopt simple majority voting in its
charter and by-laws
- Excludable per Rule 14a-8(i)(10)
- International Brotherhood of Electrical Workers'
Pension Benefit Fund
- Re: cumulative voting
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)(1)
- Minnesota State Board of Investment (MSBI)
- That company report on the effects of the
company's policy toward the sale of its products to Canada
- Excludable per Rule 14a-8(i)(7)
- Alexis J. Hannan, III
- That company engage
an investment bank to explore opportunities to enhance shareholder value,
including a possible sale of the company
- Excludable per Rule 14a-8(e)(2) because the
company received it after the deadline for submitting proposals
- Company also invoked Rule 14a-8(b) and Rule
14a-8(i)(1)
- Michael R. Levin
- That company adopt and implement a comprehensive
risk strategy
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(3)
- Robert H. Calves
- That company adopt policies to ensure the company
and its contractors do not engage in trespassing
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(4)
- Central Laborers' Pension, Welfare & Annuity
Funds
- That company amend the governance documents to
adopt and disclose a detailed succession plan
- Excludable per Rule 14a-8(i)(7)
- John Hepburn
- That company evaluate expanding its operations to
New Zealand and Australia
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(1)
- Elton W. Shepherd
- That a significant percentage of future awards be
restricted to performance metrics and that future awards not be released or
substantially altered without a shareholder vote
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(3)
- Sydney K. Kay
- Recommends that the director selection process be
changed to require that all nominees be individuals who will for at least the
past three years have been, and currently are, sole owner of at least $3 million
of company shares and or individuals representing mutual, pension, state
treasury funds, foundations or brokerages holding at least five million voting
shares
- Not excludable per Rule 14a-8(i)(6)
- Chris Rossi
- Requests that by-laws be amended to recoup all
unearned incentive bonuses or other incentive payments to senior executives to
the extent that their corresponding performance targets were later reasonably
determined not to have been achieved or have resulted from error
- Not excludable per Rule 14a-8(i)(10)
- William J. Freeda
- Requests that by-laws be amended to recoup all
unearned incentive bonuses or other incentive payments to senior executives to
the extent that their corresponding performance targets were later reasonably
determined not to have been achieved or have resulted from error
- Not excludable per Rule 14a-8(i)(6) nor Rule
14a-8(i)(3)
-
AT&T 1.02.08
Not Excludable
- Domini Social Investments
- Re political contributions
- Not excludable per Rule 14a-8(b) nor Rule
14a-8(f)
Rule 14a-8(b)(2)(ii)
- Mary F. Morse Family Trust
- No basis to reconsider Coca-Cola Co. (December
27, 2007)
- Jane Van Driessche
- Re location of company's annual meeting
- Excludable per Rule 14a-8(i)(7)
- Indiana Laborers Pension Fund
- That company amend the governance documents to
adopt and disclose a detailed succession plan
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(3) and
Rule 14a-8(i)(6)
|
December 2007
- Donald S. and Sharon K. King
- Re: deferred compensation
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- Re: supplemental post retirement pension payments
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(4)
- Robert D. Morse
- Re: compensation
- Excludable per Rule 14a-8(h)(3)
- Company included the proposal in its 2007 proxy
but neither the proponent nor a representative presented the proposal during the
2007 annual meeting
- IUE-CWA Pension Fund
- Re: payments
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- Edward Hernstadt
- Re: political contributions
- Excludable per Rule 14a-8(f)
- Failed to respond to a request to provide a
written statement of intention to hold the common shares through the date of the
shareholder meeting as required by rule 14a-8(b)
- Sandra Lea Derr
- Re: compensation
- Excludable per Rule 14a-8(f)
- Failed to respond to a request to provide a
written statement of intention to hold the common shares through the date of the
shareholder meeting as required by Rule 14a-8(b)(2)
- Gerald R. Armstrong
- Re: annual board of directors elections
- Excludable per Rule 14a-8(f)
- Unless the proponent provides the company within
seven calendar days after receiving the company's request with documentary
support of ownership as required by rule 14a-8(b)
- Company failed to inform the proponent of what
would constitute appropriate documentation under rule 14a-8(b) in its request
for additional information from the proponent
- International Brotherhood of Teamsters' General
Fund
- That company's board make available in its annual
proxy statement information relevant to the company's efforts to safeguard its
operations from a terrorist attack or other security incident
- Not excludable per Rule 14a-8(i)(7) nor
Rule 14a-8(i)(3)
- Mary F. Morse
- Re: compensation
- Excludable per Rule 14a-8(h)(3)
- Company included the proposal in its 2007 proxy
but neither the proponent nor a representative presented the proposal during the
2007 annual meeting
- Will apply to any future submission to the
company by the same proponent with respect to any shareholder meetings held
during calendar year 2009
- William C B Lynch
- Re: various matters
- Excludable per Rule 14a-8(f)
- Failed to respond to a request to provide a
written statement of intention to hold the common shares through the date of the
shareholder meeting as required by rule 14a-8(b)
- Northstar Asset Management, Inc.
- Re: political contributions
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- Minnesota State Board of Investment
- That company report on the effects of the
company's policy toward the sale of its products to Canada
- Excludable per Rule 14a-8(i)(7)
- Minnesota State Board of Investment
- That company report on the effects of the
company's policy toward the sale of its products to Canada
- Excludable per Rule 14a-8(i)(7)
- Company seeks prospective relief per Rule
14a-8(i)(4)
- F&C Management Ltd
- Re: an advisory shareholder vote regarding
executive compensation (say-on-pay)
- Excludable per Rule 14a-8(e)(2) because the
company received it after the deadline for submitting proposals
- Robert D. Morse
- Re: compensation
- Excludable per Rule 14a-8(h)(3)
- Company included the proposal in its 2007 proxy
but neither the proponent nor a representative presented the proposal during the
2007 annual meeting
- Will apply to any future submission to the
company by the same proponent with respect to any shareholder meetings held
during calendar year 2009
- Sandra G. Holmes
- Specific response is not necessary for a
shareholder proposal to require CEO to address specific matters
- Staff held that a similar proposal may be omitted
from the company's proxy material under rule 14a-8(i)(4) -- General Electric Co.
(January 12, 2007) -- and that its response at that time will apply to any
future submissions to the company of the same or similar proposal by the same
proponent
- Kevin Mahar
- Adopt a policy to nominate one director candidate
who is a non-executive retiree of the company
- Excludable per Rule 14a-8(i)(12)(ii)
- Amalgamated Bank Long View MidCap 400 Index Fund
- Establish a compliance committee to review
mortgage lending
- Excludable per Rule 14a-8(i)(7)
- Thomas Strobhar
- Re: charitable contributions
- Company invoked Rule 14a-8(i)(10)
- Withdrawn
- Minnesota State Board of Investment
- That company report on the effects of the
company's policy toward the sale of its products to Canada
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(10)
- GAMCO Asset Management Inc.
- Would amend this company's by-laws to require
shareholder approval of certain acquisitions,
- Excludable per Rule 14a-8(e)(2) because the
company received it after the deadline for submitting proposals
- Requests that company's trustee amend the
declaration of trust to require that an outside trustee serve as board chair
- Excludable per Rule 4a-8(i)(6)
- Company also invoked Rule 14a-8(i)(3)
- John Chevedden
- To remove supermajority vote requirements
- Excludable per Rule 14a-8(i)(10)
- Andrew Dakos, on behalf of Full Value Partners
L.P.
- Requests that trust conduct a self-tender offer,
and if this offer results in less than 50% of outstanding shares being tendered,
then the trust should be liquidated
- Excludable per Rule 14a-8(h)
- May also exclude any proposals by the proponents
for inclusion in the trust's 2009 proxy materials
- Jonathan C. Dill
- Re: repurchases of stocks and dividends
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- Mary F. Morse
- Re: compensation
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- Conrad Gebhart
- Re: nuclear power generation
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- Company also invoked Rule 14a-8(i)(3)
- Amalgamated Bank LongView Collective Investment
Fund
- Say-on-pay proposal
- Not excludable per Rule 14a-8(b) nor Rule
14a-8(e)
- W. Spencer Connerat, III
- Re: Virginia corporation
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- William Steiner
- Amend by-laws to give holders of at least 25% of
the outstanding common shares the power to call a special shareholder meeting
- Excludable per Rule 14a-8(10)
- Nick Rossi
- No basis to reconsider Hewlett-Packard Co.
11.30.07
- John Jennings Crapo
- Requests board report on the process of
submission, introduction, presentation, approval and the carrying out of
shareholder proposals
- Excludable per Rule 14a-8(i)(7)
- Virginia M. Brown
- Re: charitable contributions
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- New York City Pension Funds
- Re: sustainability report
- Company also invoked Rule 14a-8(i)(10)
- Withdrawn
|
November 2007
SEC_CODE_REF_0090001192884
- Indiana State District Council of Laborers and
HOD Carriers Pension Fund
- Report on the company's mortgage practices
- Not excludable per Rule 14a-8(i)(7) nor Rule
14a-8(i)(5)
- Nick Rossi
- Require that any future poison pill be subject to
a shareholder vote as soon as possible
- Excludable per Rule 14a-8(i)(10)
- Company also invoked Rule 14a-8(i)(3)
- New York City Teachers' Retirement System
- Report on avoiding the use of negative and
discriminatory racial, ethnic and gender stereotypes in Company products
- Excludable per Rule 14a-8(i)(7)
- John Chevedden
- Redeem the company's poison pill or subject it to
a shareholder vote
- Not excludable per Rule 14a-8(i)(10)
- Company did not file its statement of objections
to including the proposal at least 80 days before the date on which it will file
definitive proxy material as required by rule 14a-8(j)(1)
- Staff wouldn't waive the 80-day requirement
- Andrew Marowitz
- Proposal to nominate an individual to the board
of directors
- Excludable per Rule 14a-8(i)(8) as relating to an
election to the company's board
- Company also invoked Rule 14a-8(i)(3)
- Company did not file its statement of objections
to including the proposal at least 80 days before the date on which it will file
definitive proxy material as required by rule 14a-8(j)(1)
- Staff wouldn't waive the 80-day requirement
- Robert Morse
- Re: compensation
- Excludable per Rule 14a-8(f)
- Failed to establish the minimum ownership
requirement for the one-year period as required by rule 14a-8(b)
- New York City Employees' Retirement System
- No basis to reconsider Family Dollar Stores, Inc.
(11.06.07)
- Dolphin Limited Partnership III, L.P
- Amend by-laws to provide for a majority vote standard for directors
- Excludable per Rule 14a-8(i)(9)
- Shareholders will be given the chance to
vote on a by-law amendment to maintain the plurality vote standard and to also
provide that, in an uncontested election, a director nominee who receives more
''withheld'' votes than ''for'' votes must immediately submit a resignation
letter to the board, which will then determine whether to accept the
resignation
- Shareholder proposal has terms and conditions
that conflict with the company's proposal
- Robert A. Belfield
- Re: compensation
- Company invoked Rule 14a-8(h)(3)
- Withdrawn
- Family Dollar Stores 11.06.07
- Report on policies and procedures to minimize customer
exposure to toxic substances and hazardous components
- Excludable per Rule 14a-8(i)(7)
|
October 2007
- Kenneth Steiner
- Urges board to adopt annual director
elections
- Not excludable per Rule 14a-8(i)(3)
- Calvert Asset Management Company, Inc., The
Nathan Cummins Foundation and Boston Common Asset Management LLC
- Report on product
safety
- Company invoked Rule 14a-8(i)(3) and Rule 14a-8(i)(7)
- Withdrawn
- Gerald R. Armstrong
- Would require annual election of all directors
- Excludable per Rule 14a-8(e)(2) because the
company received it after the deadline for submitting proposals
- Richard E. Kaplan
- Require that a majority of board members and board
committee members be independent directors
- Excludable per Rule 14a-8(i)(6)
- Company also invoked Rule 14a-8(i)(3) and
Rule 14a-8(i)(8)
- John Jennings Crapo
- Re:
board providing a report
- Excludable per Rule 14a-8(f)
- Proposal exceeds the 500-word
limitation imposed by Rule 14a-8(d).
|
September 2007
- New York City Employees' Retirement System
- Adopt a
revised code of conduct based on International Labor Organization's (ILO) principles
- Company invoked Rule 14a-8(i)(7) and
Rule 14a-8(i)(10)
- Withdrawn
- Robert and Lynne Malinoski
- Discontinue the use of stock options for all employees and
associates
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(9)
|
August 2007
- Revoke advance notice by-laws
- Excludable per Rule 14a-8(i)(1) or (i)(2)
- Unnless the proponent recasts as a
recommendation or request
- Not excludable per Rules 14a-8(b), (c) or (f)
- ...A shareholder proposal, which relates to
annual director elections, may be omitted from the company's proxy material
under rule 14a-8(f)
- . The staff notes that the proponent appears to
have failed to supply documentary support indicating that the proponent has
satisfied the minimum ownership requirement for the one-year period as required
by rule 14a-8(b)
- ...A shareholder proposal, which calls for an
amendment to the articles of incorporation to permit shareholders holding not
less than 15% of outstanding shares to call special shareholder meetings, may be
omitted from the company's proxy material under rule 14a-8(i)(1) or (i)(2) as an
improper subject for shareholder action under applicable state law, unless the
proponent provides the company, within seven calendar days after receipt of the
staff's response, with a proposal recast as a recommendation or request. The
proposal may not be omitted under rule 14a-8(c).
- That
the company engage an investment bank to explore opportunities to
increase shareholder value, including the sale of the company
- Excludable per Rule 14a-8(i)(10)
- Nominate more candidates than
open seats on the board, with a minimum number of candidates for each election
to be determined by a formula specified in the proposal
- Not excludable per Rule 14a-8(i)(6) nor Rule
14a-8(i)(3)
- Collapse dual class stock structure
- Not excludable per Rule 14a-8(b)
- Promote English lessons when
the company sponsors Spanish-language news programs
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(a), Rule 14a-8(i)(3), Rule 14a-8(i)(5)and Rule 14a-8(i)(6)
- Proposal for a company report on a prior proposal
- Excludable per Rule 14a-8(i)(3) as vague or indefinite
- Seccond proposal, which relates to board compensation,
Excludable per Rule 14a-8(c)
- Re
election of directors
- Excludable per Rule 14a-8(e)(2)
|
July 2007
- That the board appoint an independent committee to evaluate
the strategic direction of the company and study strategic alternatives for the company
- Excludable per Rule 14a-8(i)(7)
- Company include a report on the process for shareholder proposals
in next proxy statement
- Excludable per Rule 14a-8(i)(3)
- Requests issuance of a a sustainability report
- Not excludable per Rule 14a-8(i)(3)
- Proposal to
unlock shareholder value
- Excludable per Rule 14a-8(e)(2)
|
June 2007
- Proposal re director compensation
- Withdrawn
- Company invoked Rule 14a-8(i)(2) and Rule
14a-8(i)(1)
- Requests a
report on the thinking of the directors concerning representative payees
- Excludable per Rule 14a-8(i)(3)
- Company also invoked Rule 14a-8(i)(4), Rule 14a-8(i)(5)
and Rule 14a-8(i)(7)
- Proposal nominates an
individual to board
- Excludable per Rule 14a-8(i)(8)
- No basis to reconsider Cash America International
(March 5, 2007)
- Requests report on the feasibility of
controlled-atmosphere killing
- Excludable per Rule 14a-8(e)(2)
|
May 2007
- No basis to reconsider NYSE Group, Inc.
2.12.07
- No basis to reconsider General Motors Corp.
4.09.07
- No basis to reconsider CBS Corp. 4.12.07
- Requests report on climate change
- Excludable per Rule 14a-8(i)(7)
- No basis to reconsider Wal-Mart Stores, Inc.
3.28.07
- Requests that
company be fined for failing to promptly
respond to shareholder letters
- Excludable per Rule 14a-8(i)(7)
- Company also invoked Rule 14a-8(i)(3) and
Rule 14a-8(i)(4)
|
April 2007
- No basis to reconsider Citigroup Inc.
2.23.07
- Adopt a simple majority vote
- Excludable per Rule 14a-8(i)(9). The staff notes
the company's representation that it will provide shareholders with an
opportunity to amend the by-laws and articles of incorporation to reduce
supermajority voting provisions from 80% to 60% during the 2007 annual meeting.
The staff notes the company's further representation that the shareholder
proposal conflicts with the proposal that will be voted on
- No basis to reconsider Kroger Co.
4.11.07
- Amend by-laws to require each director to oversee, evaluate and advise
certain functional groups
- Excludable per Rule 14a-8(i)(2)
- Establish a board committee to review the
company's policies on human rights in the U.S. and
worldwide
- Not excludable per Rule
14a-8(i)(3), Rule 14a-8(i)(10) nor Rule 14a-8(i)(7)
- Implement policies to
help protect freedom of access to the Internet
- Not excludable per Rule 14a-8(i)(3), Rule
14a-8(i)(6), Rule 14a-8(i)(7) nor Rule 14a-8(i)(10)
|
March 2007
February 2007
January 2007
Related Topics
|
