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Question 5: What is the deadline for submitting a proposal?
Rule 14a-8(e)
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 Question 5:
What is the deadline for submitting a proposal?
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1. If you are submitting your proposal for the company's annual
meeting, you can in most cases find the deadline in last year's proxy
statement. However, if the company did not hold an annual meeting last year,
or has changed the date of its meeting for this year more than 30 days from
last year's meeting, you can usually find the deadline in one of the
company's quarterly reports on Form 10- Q or 10-QSB, or in shareholder
reports of investment companies under Rule 30d-1 of the Investment Company
Act of 1940. In order to avoid controversy,
shareholders should submit their proposals by means, including electronic
means, that permit them to prove the date of delivery.
[Editor's note: Rule 30d-1 was redesignated as Rule 30e-1. See 66 FR 3734,
3759, 1.16.01.]
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2. The deadline is calculated in the following manner if the proposal
is submitted for a regularly scheduled annual meeting. The proposal must be
received at the company's principal executive offices not less than 120
calendar days before the date of the company's proxy statement released to
shareholders in connection with the previous year's annual meeting. However,
if the company did not hold an annual meeting the previous year, or if the
date of this year's annual meeting has been changed by more than 30 days
from the date of the previous year's meeting, then the deadline is a
reasonable time before the company begins to print and send its proxy
materials.
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3. If you are submitting your proposal for a meeting of shareholders
other than a regularly scheduled annual meeting, the deadline is a
reasonable time before the company begins to print and send its proxy
materials.
 
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Overview
- Companies must indicate revised deadlines in their quarterly
or other filed reports if they reschedule an annual meeting. See 1934 Act
Rule 14a-5(e)(1).
- There is an express authorization to sendproposals by electronic mail, fax or other electronic media
- SLB 14 provides information as to the method used
by the staff to compute the 120-day period
- Saturdays, Sundays, and holidays count in the 120
days and there is no extension if the deadline falls on one of those days
- If a proponent amends a proposal to comply
with the rules
after the 120-day time limit has passed, does this make the proposal late?
Staff usually takes the
position that the proposal isn't late if the amendment doesn't change the substance of the
proposal -- for example, to change a mandatory proposal into a recommendation
- SLB 14 indicates that the staff usually gives
proponents seven calendar days from receipt of SEC comments to make these
revisions
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Regulatory History
SEC FAQs
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SLB
14
- C.3.a Interpreting "before the date of ..."
- C.3.b Calculating the deadline
- C.3.c Delivery; Where to send
- C.3.d Delivery confirmation
- G.1 Shareholders should review
prior proxy statement
- G.2 Shareholders should contact
record holder
- G.3 Guidelines for company
letters to shareholders
- G.1 Review prior year's proxy
statement
- Section F.3
Determining calendar years
- Section F.3
Counting votes
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Deadlines - Summary
Table
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Proponent's submission |
- Deadline for a proponent to
submit a proposal
- Proposals for a regularly scheduled annual meeting must be received at the
company's principal executive offices not less than 120 calendar days before the release date of the previous year's annual meeting proxy statement
- Both the release date and the deadline for receiving rule 14a-8 proposals for
the next annual meeting should be identified in that proxy statement
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Company seeks to exclude |
- If
a company seeks to exclude a proposal because the shareholder has not complied
with an eligibility or procedural requirement of rule 14a-8, generally, it must
notify the shareholder of the alleged defects within 14 calendar days of receiving the proposal
- Proponent response to notice
of defect
- The
shareholder then has 14 calendar days after receiving the notification to respond
- Failure to cure the defects or respond
in a timely manner may result in exclusion of the proposal
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- If a company
intends to exclude a proposal from its proxy materials, it must submit its
no-action request to the SEC no later than 80 calendar days before it files its definitive proxy statement
and form of proxy with the SEC unless it demonstrates "good cause" for missing
the deadline
- In addition,
a company must simultaneously provide the shareholder with a copy of its
no-action request
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Proponent revisions |
- SEC
will afford the shareholder seven calendar days from the date of receiving the SEC's response
to provide the company with the revisions
- Also see SLB 14 §B.12.a and B.12.b
- Proponent response to notice
of defect
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Company statement in opposition |
- Statement in opposition -
Defined
- If
a proposal appears in a company's proxy materials, the company may elect to
include its reasons as to why shareholders should vote against the proposal.
This statement of reasons for voting against the proposal is commonly referred
to as a statement in opposition
- The
company is required to provide the shareholder with a copy of its statement in
opposition no later than 30 calendar days before it files its definitive proxy statement
and form of proxy
- If SEC's no-action response provides for
shareholder revision to the proposal or supporting statement as a condition to
requiring the company to include it in its proxy materials, the company must
provide the shareholder with a copy of its statement in opposition no later than five calendar days after it receives a copy of the revised proposal
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Adapted from
SLB 14
B.3 |
2007-2008 No-Action Letters
SEC_CODE_REF_0090001192884
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Not
excludable
- Amalgamated Bank LongView Collective Investment
Fund
- Say-on-pay proposal
- Not excludable per Rule 14a-8(b) nor Rule
14a-8(e)
Excludable
- Northstar Asset Management, Inc
- Say-on-pay proposal
- Proposal sought sale of the company
- 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)
- 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
- 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
- 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
- Re
election of directors
- Excludable per Rule 14a-8(e)(2)
- Proposal to
unlock shareholder value
- Excludable per Rule 14a-8(e)(2)
- Requests report on the feasibility of
controlled-atmosphere killing
- Excludable per Rule 14a-8(e)(2)
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Select No-Action Letters
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Not
excludable
- Proposal to expense the cost of future options
- Although
submitted more than two
months after the 120 day deadline, the company had
inadvertently omitted the deadline for shareholders to submit proposals
in its 2003 proxy statement
- Publication of the
deadline on the companys website and in its 10-Q did not remedy the
prior omission.
- A proposal submitted only two months before the
annual
shareholders meeting was not allowed to be excluded. The date of the annual
meeting had been changed by more than 30 days from the date of the
previous years meeting. The company had argued that the proposal, submitted
fewer than 30 days before it began to print its proxy materials, was not
submitted within a "reasonable time"
- Proposal to direct the company's financial advisors to
pursue a sale of the company may not be omitted from the company's proxy
material under rule 14a-8(e)(2)
- Proposal also may not be omitted in its
entirety under rule 14a-8(i)(3)
- Portion of the
supporting statement may be omitted as materially false or misleading under rule
14a-9
- Company did not file its statement of objections
to including the proposal at least 80 calendar days before the date on which it
will file definitive proxy material as required by rule 14a-8(j)(1). Noting the
circumstances of the delay, the staff waives the 80-day requirement.
- A revised shareholder proposal, which requests
that this companys board of directors redeem the shareholder rights previously
issued unless their issuance is approved by shareholders, may not be omitted
from the companys proxy material under rule 14a-8(e)(2)
Excludable
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IBM (Krueger)
12.05.06
14a-8(e)(2)
- Re: full disclosure of executive compensation
- Although letter was postmarked before,
received after the deadline
- SEC concurs
- Proposed by-law requiring director independence
- Received 71 days after deadline
- SEC concurs
- Proposal to
amend the certificate of incorporation and by-laws
- Received after the submission deadline
- Proposal about
dividends
- Received after the submission deadline
- Proposal related to
poison pills
- Received after the submission deadline at a facsimile machine in
company's treasury department
- Proposal to separate the chairman and chief executive officer
- Received after the submission deadline
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