Rule text

• If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal?
  
  ***
  
  11. Duplication:
  
  If the proposal substantially duplicates another proposal previously submitted to the company by another proponent that will be included in the company's proxy materials for the same meeting;
                                                                    

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Former Rule 14a-8(c)(11) was redesignated as
  Rule 14a-8(i)(11)

• 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

• Motorola  1.09.08

• William Steiner, John Chevedden
• That company adopt a shareholder say-on-pay policy
• Excludable per Rule 14a-8(i)(11) as substantially duplicative of a previously submitted proposal that will be included in the 2008 proxy materials

Excludable

• Time Warner Inc.  3.02.06

• Staff concurred that a proposal seeking a chairman that was not an executive officer of the company, and a subsequent proposal seeking a chairman with no management role at all, were substantially duplicative, and permitted the exclusion of the second proposal

• Tyco International Ltd.   12.16.02

• Proposal was submitted requesting that the board take measures necessary to change the companys jurisdiction of incorporation from Bermuda to the United States, while another proposal requested that the jurisdiction of incorporation be changed to Delaware. The company argued that the proposals were substantially the same because a corporation could only incorporate in a state of the United States. Since Delaware is usually the preferred state for incorporation, the company claimed that the proposals were duplicates of one another. The staff agreed and allowed the company to exclude the second proposal

• Wal-Mart Stores, Inc. (Gerson)  4.03.02

• Proposal dealing with substantially the same matter as proposals submitted in two previous years, with slightly different wording, was permitted to be excluded. The proposal sought a description of how the company intended to report to the public the steps being taken to combat gender discrimination in its workforce, and a report on its monitoring practices. The proposal in the two previous years sought an explanation of whether and to what extent executive compensation packages and performance evaluations included a review of executive efforts at breaking the glass ceiling.

• American Power Conversion Corp.  3.29.02

• proposal A requested that the board adopt a policy to nominate director candidates such that, if elected, a substantial majority of directors would be independent and, to appoint entirely independent audit, compensation, and governance/nominating committees. Proposal B requested that the board set a goal of establishing a board of directors with at least two-thirds of its members being independent directors. Under Rule 14a-8i11, the staff said that it would not recommend action if the company excluded one of the proposals

Shareholder Access - Rule 14a8