SEC summaries

• SLB 14 Section B  Rule 14a-8 and the no-action process

• SLB 14 B.1  What is rule 14a-8?
• SLB 14 B.2  How does rule 14a-8 operate?

SEC FAQs

• SLB 14 Section B  Rule 14a-8 and the no-action process

• SLB 14 B.3  What are the rule 14a-8 deadlines?

SLB 14

• Section E  Revisions to proposals and supporting statements

• E.1   Background
• E.2   Revisions before company no-action submission
• E.3   Revisions after company no-action submission
• E.4   Copying the SEC
• E.5   Permitted revisions following SEC response

SLB 14C

• Section B  SEC addresses

SLB 14

• Section F  Other questions that arise under rule 14a-8

• F.1   Excluding a website address
• E.2   Revisions before company no-action submission
• E.3   Revisions after company no-action submission
• E.4   Copying the SEC
• E.5   Permitted revisions following SEC response

SLB 14B - Section C  2004

• C.1  Drafting notices
• C.2  Re: proof of ownership

SLB 14B - Section F  2004

• F.1  Public availability
• F.2  Public availability
• F.3  Expediting

Question 1: What is a proposal?

• A shareholder proposal is your recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company's shareholders. Your proposal should state as clearly as possible the course of action that you believe the company should follow. If your proposal is placed on the company's proxy card, the company must also provide in the form of proxy means for shareholders to specify by boxes a choice between approval or disapproval, or abstention. Unless otherwise indicated, the word "proposal" as used in this section refers both to your proposal, and to your corresponding statement in support of your proposal (if any).
                                                                     

SEC FAQs

• SLB 14C includes the Commissions new addresses for purposes of submitting no-action requests. Note that one address is for registered investment companies and business development companies; the other address is for all other companies
• The Commission takes the position that proposals which merely purport to express shareholder views without recommending specific action are not shareholder proposals covered by the rule

Excludable

• Burlington Northern  1.22.08

• Emil Rossi
• Say-on-pay proposal
• Not excludable
• Company also invoked
  Rule (i)(3)
  Rule (i)(7)

Not excludable

• Procter & Gamble  8.09.07

• 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)
• AT&T, Inc.  2.16.07

• SEC staff rejected the companys argument that a proposal allowing shareholders to cast advisory votes on executive compensation was merely a mechanism designed for shareholders to express their views, and found that it did constitute a proposal for a specific shareholder action

Shareholder Access - Rule 14(a)(8)