Rule text

• If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal?
  
  ***
  
  13. Specific amount of dividends:
  
  If the proposal relates to specific amounts of cash or stock dividends.
                                                                    

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Former Rule 14a-8(c)(13) was redesignated as
  Rule 14a-8(i)(13)

• 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

• Berkshire Hathaway  1.22.08

• Robert P. Zelin, Sr.
• Proposal to split stock to lower its trading range
• "A" shares trade at over $130,000 per share;
  "B" shares trade at over $4,600 per share
• SEC agreed that establishing a minimum and maximum ratio for the stock split relates to a specific amount of stock dividends

Excludable

• Cisco Systems Inc.  10.09.05

• Staff permitted the omission of a proposal that requested the companys board to consider asking the shareholders at large to vote on an annual dividend of $0.60 per share, to be paid quarterly commencing in May 2006. The company argued that the staff had consistently allowed the exclusion of proposals that set forth specific dividend amounts, regardless of whether they were cast in mandatory or precatory form

• Cytyc Corporation  2.23.04

• Proposal that demanded that shareholders receive a specified dividend before any payments were made to senior management was found to be excludable because it related to specified amounts of dividends

• American International Group, Inc.  1.29.04

• Proposal seeking a two dollar dividend per share increase was excludable
• A shareholder proposal, which requests that this company increase the dividend to $2 per common share, may be omitted from the company's proxy material under rule 14a-8(i)(13)

• Microsoft  8.26.02

• Proposal that company's board declare a regular quarterly dividend, increase the dividend amount yearly and provide an average 3% annual yield on share value, may be omitted from the company's proxy material under rule 14a-8(i)(13)

• Microsoft   7.19.02

• Proposal urging the board to declare a dividend of 50% of 2002s earnings and those for subsequent years and to maintain a dividend amount for subsequent years even if earnings fell in those years, was found to be excludable

• Wachovia  2.17.02

• Proposal to reduce management compensation until the dividend returns to $1.92 per share for a minimum of one year, may be omitted from the company's proxy material under rule 14a-8(i)(13) where it relates to specific amounts of dividends

• DPL Inc.  1.11.02 

• Proposal requesting that the company match increases in dividends with increases in bonuses and long-term compensation was excludable. The proposal involved a formula that would result in a specific dividend amount

Not excludable

• Duke Energy Corp.  1.10.03

• Proposal requesting that company re-examine present policies for establishing annual dividend yield that has produced no increase in five years does not involve specific cash or stock dividend, so it is not excludable

• Pioneer Interest Shares  6.20.01

• Proposal to require company to sell enough of certain lower yielding securities listed this company's registration statement to declare a 35% return of capital dividend to shareholders, or that the fund be entirely liquidated and the shares retired, may be omitted from the company's proxy material under rule 14a-8(i)(13) where the proposal relates to a specific amount of a dividend

Shareholder Access - Rule 14a8