|
Question 6: Failure to comply with Q1 to Q4
Rule 14a-8(f)
|
 Question 6:
What if I fail to follow one of the eligibility or procedural requirements
explained in answers to Questions 1 through 4 of this section?
-
1. The company may exclude your proposal, but only after it has
notified you of the problem, and you have failed adequately to correct it.
Within 14 calendar days of receiving your proposal, the company must notify
you in writing of any procedural or eligibility deficiencies, as well as of
the time frame for your response. Your response must be postmarked, or
transmitted electronically, no later than 14 days from the date you received
the company's notification. A company need not provide you such notice of a
deficiency if the deficiency cannot be remedied, such as if you fail to
submit a proposal by the company's properly determined deadline. If the
company intends to exclude the proposal, it will later have to make a
submission under Rule 14a-8 and provide you with a copy under Question 10
below, Rule 14a-8(j).
-
2. If you fail in your promise to hold the required number of
securities through the date of the meeting of shareholders, then the company
will be permitted to exclude all of your proposals from its proxy materials
for any meeting held in the following two calendar years.
 
|
Overview
- SLB 14B reemphasizes that
companies should follow
SLB 14 when notifying shareholders of eligibility or procedural defects
- SLB 14B recommends that companies use language that tracks
Rule 14a-8(b) if they cannot determine whether the shareholder satisfies
the minimum ownership requirements rule. The staff further noted that a
company does not meet the obligation to provide notice of defects where
the company simply refers the shareholder to Rule 14a-8(b) and does not
either:
- Address the specific requirements of that rule in the notice, or
- Include a copy of Rule 14a-8(b) with the notice
- Notice is not required for any defect that is
apparent in the proponents submission and cannot be cured by the proponent
- SLB 14
uses the following examples of these kinds of defects:
- Admission that the ownership requirement is not satisfied
- Where the proponent holds a non-voting class of stock, or
- Where there is an obvious failure to meet the submission deadline
- In all of these cases, though, it is necessary to notify the
SEC and request a no-action position. Copies of all correspondence should be
sent to the proponent
- The rule requires the inclusion of a proposal,
even a late proposal, unless and until the SEC issues a no-action letter
response to a company request, indicating that the SEC will not object to the
exclusion of the proposal. However, late proposals will be excluded without
regard to the appropriateness of their content or the urgency of their message
- In certain circumstances, the staff may issue forward-looking relief
covering more than one proxy season. If the company receives this form
of relief, it still needs to submit a notice of exclusion in each subsequent
proxy season under this section, although in this instance, no additional
no-action request is required
|
Regulatory History
SEC FAQs
SEC_CODE_REF_0090001192884
|
SLB
14
- Section C.6
Deficient submission; Failure to comply
- C.6.a Company's obligations
- C.6.b Response date
- C.6.c Exceptions to required company notice
- Section G
SEC recommendations
- G.4 Re: timely shareholder
response
- G.2 Shareholders should contact
record holder
- G.3 Guidelines for company
letters to shareholders
- G.1 Review prior year's proxy
statement
|
2007 - 2008 No-Action Letters
|
Excludable
- Dyke Richard Turner
- Re: political contributions
- Excludable per Rule 14a-8(f)
- Failed to meet the deadline to establish minimum
ownership
- Jonathan C. Dill
- Re: repurchases of stocks and dividends
- 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)
- Robert 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)
Not
excludable
- Therisa Kreilein
- That company improve its stock ownership and
holding requirements so that senior executives hold any shares they receive in
connection with the exercise of stock options for the life of the executive
- Excludable per Rule 14a-8(i)(2) or (i)(6) as it
may cause the company to breach an existing contract, unless the proponent
provides the company, within seven calendar days after receipt of the staff's
response, with a revised proposal
- Not excludable per Rule
14a-8(f)
|
Select No-Action Letters
|
No-action
letters
- Annual review of advertising agencies
- SEC concurs (risks and benefits)
|
Related Topics
|
