|
Question 2: Eligibility
Rule 14a-8(b)
|
 Question 2:
Who is eligible to submit a proposal, and how do I demonstrate to the
company that I am eligible?
-
1. In order to be eligible to submit a proposal, you must have
continuously held at least $2,000 in market value, or 1%, of the company's
securities entitled to be voted on the proposal at the meeting for at least
one year by the date you submit the proposal. You must continue to hold
those securities through the date of the meeting.
-
2. If you are the registered holder of your securities, which means
that your name appears in the company's records as a shareholder, the
company can verify your eligibility on its own, although you will still have
to provide the company with a written statement that you intend to continue
to hold the securities through the date of the meeting of shareholders.
However, if like many shareholders you are not a registered holder, the
company likely does not know that you are a shareholder, or how many shares
you own. In this case, at the time you submit your proposal, you must prove
your eligibility to the company in one of two ways:
i. The first way is to submit to the company a written statement from the
"record" holder of your securities (usually a broker or bank) verifying
that, at the time you submitted your proposal, you continuously held the
securities for at least one year. You must also include your own written
statement that you intend to continue to hold the securities through the
date of the meeting of shareholders; or
ii. The second way to prove ownership applies only if you have filed a
Schedule 13D, Schedule 13G, Form 3, Form 4 and/or Form 5, or amendments to
those documents or updated forms, reflecting your ownership of the shares as
of or before the date on which the one-year eligibility period begins. If
you have filed one of these documents with the SEC, you may demonstrate your
eligibility by submitting to the company:
A. A copy of the schedule and/or form, and any subsequent amendments
reporting a change in your ownership level;
B. Your written statement that you continuously held the required number of
shares for the one-year period as of the date of the statement; and
C. Your written statement that you intend to continue ownership of the
shares through the date of the company's annual or special meeting.
 
|
Regulatory History
SEC FAQs SLB 14
|
SLB
14
- C.01.a
Calculating market value
- C.01.b
Type of security
- C.01.c
Substantiating ownership
- C.01.d
Intention to hold
____________
- SLB 14 indicates that in computing the $2000
amount the staff looks to see whether on any of the 60 days before submission
the shares had the required value, based on the average of the bid and ask
prices or the highest (not the closing) selling price. The securities must be
entitled to vote on the matter at the meeting. For example, shares that only
participate in the election of directors (or holders of only non-voting stock)
could not form the basis for submission of a shareholder proposal
- Also see Release 34-20091 (8.16.83) at
II.A.1. and Glenfed, Inc. (7.21.91)
|
2007-2008 No-Action Letters
|
Not
excludable
- Domini Social Investments
- Re political contributions
- Company quibbled over exactitude of broker
letter's establishing continuous ownership
-
Company request
SEC response
- Amalgamated Bank LongView Collective Investment
Fund
- Say-on-pay proposal
- Company quibbled over timing of delivery
-
Company request
SEC response
- Collapse dual class stock structure
- Company argued that proponent needed to own both
classes of stock to meet eligibility requirement
-
Company request
SEC response
Excludable
- Mary Ann Neuman
- Say-on-pay proposal
- Rhoda L. Fry
- That the "descriptions of nominees for the Board
of Directors included in the annual proxy statement shall include all current
business activities of the nominees, both paid and volunteer."
- 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)
- 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)
- 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)
- 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
- 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)
- 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)
- 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)
- 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)
Not
excludable
|
Select No-Action Letters SEC_CODE_REF_0090001192884
|
Not
excludable
- Company failed to inform the proponent of what
would constitute appropriate documentation under rule 14a-8(b) in company's
request for additional information from the proponent, so proponent was given
additional time
-
Company request
SEC response
Excludable
- Proposal from Morgan Stanley Investment
Management
- Re: corporate governance
- Dual class voting only provides limited
voting rights,
hence proponent isn't eligible
- Annual review of advertising agencies
- Proponent failed to supply
documentary support to satisfy the one-year minimum ownership requirement
- Remove CEO
- Failed to prove required ownership,
as was the case with proposals made in prior years
- Communications Workers of America
- Limits on executive compensation
- Dual class voting only provides limited
voting rights,
hence proponent isn't eligible
- Laborers' Local Union and District Council
- Broker letter spoke as of a date prior to date of
proposal
- Institutional money manager tried to use its Form
13F as documentary support, although it isn't one of the SEC forms included in
Rule 14a-8(b)(2)
- Proponent failed to supply
documentary support to satisfy the one-year minimum ownership requirement
- Reconsiders
Federal Agricultural Mortgage Corp. 3.07.05
- Proposal to investigate
ownership of Class A shares
- Excludable per Rule 14a-8(b) given counsel's opinion that the proponent does
not have the legal right to vote the Class A shares that he beneficially owns
- Proponent acquired company shares in a merger so
that the proponent's holding period didn't begin until the effective time of the
merger
- Proponent acquired company shares in a merger so
that the proponent's holding period didn't begin until the effective time of the
merger
- Proponent was a nominal proponent for
another individual who wasn't eligible
Withdrawn
- Annual review of advertising agencies
- Proponent failed to supply
documentary support to satisfy the one-year minimum ownership requirement
|
Related Topics
|
