Rule text

• If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal?
  
  ***
  
  2. Violation of law:
  
  If the proposal would, if implemented, cause the company to violate any state, federal, or foreign law to which it is subject;
  ____________
  Note to paragraph (i)(2):
  
  We will not apply this basis for exclusion to permit exclusion of a proposal on grounds that it would violate foreign law if compliance with the foreign law could result in a violation of any state or federal law.
                                                                   

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Former Rule 14a-8(c)(2) was redesignated as
  Rule 14a-8(i)(2)

• 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 14B   2004

• Section E   Re: Supporting counsel opinion

Excludable

• General Electric  1.09.08

• 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(b) nor Rule 14a-8(f)

• General Motors  4.19.07

• Amend by-laws to require each director to oversee, evaluate and advise certain functional groups
• Excludable per Rule 14a-8(i)(2)
• Richards Layton opinion

Withdrawn

• CVS Caremark  1.08.08 

• SEIU General Fund
• Re: uninstructed broker votes
• Company invoked Rule 14a-8(i)(2)

• General Mills  6.29.07

• Proposal re director compensation
• Withdrawn
• Company invoked Rule 14a-8(i)(2) and Rule 14a-8(i)(1)

Shareholder Access - Rule 14(a)(8)