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Violation of proxy rules
Rule 14a-8(i)(3)
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 Rule
text
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Regulatory History
SEC FAQs
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SLB
14B - Section B 2004
- B.1
"false or misleading statements"
- Vagueness
- Impugning statements
- Irrelevant statements
- Opinions presented as fact
- Statements without factual support
- B.2
SEC application of 14a-8(i)(3)
- B.3
Need for SEC clarification
- B.4
SEC clarification
____________
- In SLB 14B, the staff noted that SLB 14s
treatment of Rule 14a-
8(i)(3) had generated "an unintended and unwarranted extension" of the
rule, since many companies were asserting numerous deficiencies in
the proposals supporting statement in order to justify exclusion of the
proposal and the supporting statement as a whole.
- See discussion of
Rule 14a-8(e)(2) supra.
- SLB 14B clarified the staffs position on this
subsection. The staff determined that there were certain situations where
it would be inappropriate for a company to exclude supporting statement
language and/or an entire proposal in reliance on 14a-8(i)(3). These
included situations where:
- The company objects to factual assertions because
they are not supported
- The company objects to factual assertions that,
while not materially false or misleading, may be disputed or countered
- The company objects to factual assertions because
those assertions may be interpreted by shareholders in a manner that is
unfavorable to the company, its directors, or its officers; and
- The company objects to statements because they
represent the opinion of the shareholder proponent or a referenced source, but
the statements are not identified specifically as such
- The staff indicated in SLB 14B that the above objections should be
addressed by companies in their statements of opposition contained in
their proxy statements, noting that it is the shareholder proponent, and
not the company, who is responsible for the content of a proposal and its
supporting statement.
- However, the staff did address certain situations
where it believed modification or exclusion would be appropriate under
Rule 14a-8(i)(3), including where:
- The statements directly or indirectly impugn
character, integrity, or personal reputation, or directly or indirectly make
charges concerning improper, illegal, or immoral conduct or association, without
factual foundation
- The company demonstrates objectively that a
factual statement is false or misleading
- The resolution contained in the proposal is so
inherently vague or indefinite that neither the stockholders voting on the
proposal, nor the company in implementing the proposal (if adopted), would be
able to determine with any reasonable certainty exactly what actions or measures
the proposal requiresthis objection also may be appropriate where the proposal
and the supporting statement, when read together, have the same result; and
- Substantial portions of the supporting statement
are irrelevant to a consideration of the subject matter of the proposal, such
that there is a strong likelihood that a reasonable shareholder would be
uncertain as to the matter on which it is being asked to vote
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2007 - 2008 No-Action Letters
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Not
excludable
Excludable
- Requests a
report on the thinking of the directors concerning representative payees
- Excludable per Rule 14a-8(i)(3)
- Company also invoked Rule 14a-8(i)(4), Rule 14a-8(i)(5)
and Rule 14a-8(i)(7)
- International Brotherhood of Teamsters General
Fund
- That company's board make available in its annual
proxy statement information relevant to the company's efforts to safeguard its
operations from a terrorist attack or other security incident
- Not excludable per Rule 14a-8(i)(3) or
14a-8(i)(7)
- William J. Freeda
- Requests that by-laws be amended to recoup all
unearned incentive bonuses or other incentive payments to senior executives to
the extent that their corresponding performance targets were later reasonably
determined not to have been achieved or have resulted from error
- Not excludable per Rule 14a-8(i)(6) nor Rule
14a-8(i)(3)
- International Brotherhood of Teamsters' General
Fund
- That company's board make available in its annual
proxy statement information relevant to the company's efforts to safeguard its
operations from a terrorist attack or other security incident
- Not excludable per Rule 14a-8(i)(7) nor
Rule 14a-8(i)(3)
- Kenneth Steiner
- Urges board to adopt annual director
elections
- Not excludable per Rule 14a-8(i)(3)
- Nominate more candidates than
open seats on the board, with a minimum number of candidates for each election
to be determined by a formula specified in the proposal
- Not excludable per Rule 14a-8(i)(6) nor Rule
14a-8(i)(3)
- Company include a report on the process for shareholder proposals
in next proxy statement
- Excludable per Rule 14a-8(i)(3)
- Requests issuance of a a sustainability report
- Not excludable per Rule 14a-8(i)(3)
- Establish a board committee to review the
company's policies on human rights in the U.S. and
worldwide
- Not excludable per Rule
14a-8(i)(3), Rule 14a-8(i)(10) nor Rule 14a-8(i)(7)
- Implement policies to
help protect freedom of access to the Internet
- Not excludable per Rule 14a-8(i)(3), Rule
14a-8(i)(6), Rule 14a-8(i)(7) nor Rule 14a-8(i)(10)
Withdrawn
- C. William Jones
- Say-on-pay proposal
- Withdrawn
- Sisters of Charity, et al
- Adopt principles for comprehensive health care
reform
- Company also invoked Rule 14a-8(i)(6), Rule
14a-8(i)(7) and Rule 14a-8(i)(10)
- Trinity Health
- Adopt principles for comprehensive health care
reform
- Free Enterprise Action Fund
- Re: political contributions
- Withdrawn
- Calvert Asset Management Company, Inc., The
Nathan Cummins Foundation and Boston Common Asset Management LLC
- Report on product
safety
- Company invoked Rule 14a-8(i)(3) and Rule 14a-8(i)(7)
- Withdrawn
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Related Topics
SEC_CODE_REF_0090001192884
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