• If the proponent exceeds the word limitation, the issuer may either accept the proposal and supporting statement or may notify the proponent that he or she must modify the proposal and supporting statement
• Any title or heading that is a part of the supporting argument will be included in the count
• Websites can be referenced they count as one word in the proposal or supporting statement so long as the websites content is not materially false or misleading, or does not refer to information that is materially false or misleading

• SLB 14 does not address whether a company can insist that the proponents websites content must not be materially altered after the content has been reviewed

• The SEC staff did not allow a company to exclude a proposal on poison pill plans solely because it barely violated the 500-word limit

Question 4: How long can my proposal be?

• The proposal, including any accompanying supporting statement, may not exceed 500 words.                                                                    

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Part of former Rule 14a-8(b)(1) became Rule 14a-8(d)

• 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

SLB 14

• Section C.2  500 word limit

• C.02.a  Titles; headings
• C.02.b  Referencing website address

Excludable

• JPMorgan Chase  10.02.07 

• 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)

Excludable

• Bank of America   1.27.05

• ...A shareholder proposal, which relates to a report on legal compliance, may be omitted from the company's proxy material under rule 14a-8(f). The staff notes that the proposal appears to exceed the 500-word limit imposed by rule 14a-8(d)

• Other letters

• Procter & Gamble Company  8.10.04
• Amgen, Inc.  1.12.04
• Honeywell International, Inc.  4.19.02
• FirstEnergy Corp.  3.19.02

Not excludable

• AIG (Carpenters) 3.14.05

• Proposal for majority election of directors
• Company request   SEC response

• Schering-Plough   2.10.05

• Company wanted to count punctuation and middle initials
• Company  Proponent   SEC response

• Schering-Plough  (Recon)  3.09.05
  No basis to reconsider

• Electronic Data Systems  12.05.02

• Company cited SLB 14 to count argumentative words in a title or heading
• Even still parties disagreed over exact count
• Company   Proponent    SEC response

• Stride Rite  1.16.02

• Proposal including references to the ILO Conventions, which company wanted to count towards the 500-word limit
• While the proposal urged the board to implement a code of conduct based on ILO human rights standards, the documents containing the standards were not themselves deemed part of the proposal or supporting documentation
• Company   SEC response

Shareholder Access - Rule 14a8