Question 3: How many proposals may I submit?

• Each shareholder may submit no more than one proposal to a company for a particular shareholders' meeting.                                                                    

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Former Rule 14a-8(a)(4) was redesignated as
  Rule 14a-8(c)

• Final release 34-40018 II
• Proposal release 34-39093 III.A

For prior versions of the rule, see
Rule 14a-8 Historic Rule Changes

For summary and SEC releases, see
Rule 14a-8 Regulatory History and SEC Releases

Excludable

• General Electric  1.09.08

• Dennis W. Rocheleau
• Proposals re directors
• Excludable per Rule 14a-8(c)
• Company also invoked Rule 14a-8(i)(8)
• Company request   SEC response

• Procter & Gamble  8.08.07

• First proposal for a company report on a prior proposal
• Excludable per Rule 14a-8(i)(3) as vague or indefinite
• Second proposal, which relates to board compensation, excludable per Rule 14a-8(c)
• Company request   SEC response

Not excludable

• Convergys   12.29.06

• Proposal to reincorporate in Delaware from Ohio
  in order to adopt majority voting
• Company unsuccessfully argued that the proposal was actually two separate proposals: one to reincorporate and the other to change the method of director election
• Company request   SEC response

• Sara Lee   7.15.05

• Proponent had withdrawn one proposal,
  but only after the company had initiated the no-action process
• SEC didn't agree that second proposal could be omitted under Rule 14a-8c
• Company request   SEC response

• Palatin Technologies    10.01.03

• Proposal that "all options and warrants (to purchase any class of shares in Palatin stock) shall not have voting rights nor shall be salable for two years from the date of issue."
• Company request   SEC response

• AT&T   4.10.02

• Proposal with multiple components was not permitted to be excluded as more than one proposal
• Proposal sought adoption of a policy with several elements. SEC staff found that the policy itself was the proposal, rather than each separate element, stating that a proposal that contains several components will not be treated as several proposals if the components "are closely related and essential to a single well-defined unifying concept."
• Company request   SEC response

Excludable

• Torotel  11.01.06

• Proponent bundled several proposals for corporate governance changes into one
• Company request   SEC response

• HealthSouth  3.28.06

• SEC staff permitted the exclusion of two proposals relating to board composition by a single proponent; the proponent had argued that both proposals were related to a single concept and that they should be "melded together."
• Company request   SEC response

• Peregrine Pharmaceuticals  8.25.04

• Married couple attempted to circumvent the one proposal rule by asserting that they were submitting the proposal as joint tenants
• SEC staff referenced Release 34-12999 (1976) -- which adopted amendments to a prior version of Rule 14a-8s predecessor -- to find that Rule 14a-8(c) applied to "all persons having an interest in the same securities e.g., the record holder and the beneficial owner, and joint tenants."
• Company request   SEC response

• Drexler Technology   6.14.99

• Proposal excludable even after the proponent had volunteered to reduce the five proposals originally submitted to only one
• Company request   SEC response

Shareholder Access - Rule 14a8