Rule text

• If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal?
  
  ***
  
  4. Personal grievance; special interest:
  
  If the proposal relates to the redress of a personal claim or grievance against the company or any other person, or if it is designed to result in a benefit to you, or to further a personal interest, which is not shared by the other shareholders at large;
                                                                   

• This provision follows the language of a prior version of the rule. A 1992 amendment to Rule 14a-8 expanded this provision to add language indicating that issuers may omit proposals that proponents have designed to result in a benefit to themselves or to further their personal interest, which benefit or interest "is not shared with other security holders."
• What amounts to a "personal controversy" has been a matter of considerable debate. Neither the September 1997 proposing release nor the May 1998 adopting release addresses the issue.
• The September 1997 proposing release for the current version of the rule suggested that so-called "neutral" proposals submitted by persons with acknowledged personal grievances against the company cannot be omitted unless the company can exclude them on other grounds.

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Former Rule 14a-8(c)(4) was redesignated as
  Rule 14a-8(i)(4)

• Final release 34-40018 II
• Proposal release 34-39093 III.A

• Substantive changes were proposed to be made to former
  Rule 14a-8(c)(4) but weren't adopted

• Final release 34-40018 §VI
• Proposal release 34-39093 III.B

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

Not excludable

• General Electric  1.11.08 

• Peter Flaherty
• Report on charitable contributions

Excludable

• Pfizer  12.21.07

• Minnesota State Board of Investment
• That company report on the effects of the company's policy toward the sale of its products to Canada
• Excludable per Rule 14a-8(i)(7)
• Company seeks prospective relief per Rule 14a-8(i)(4)

• General Electric (Holmes)  12.20.07

• Sandra G. Holmes
• Specific response is not necessary for a shareholder proposal to require CEO to address specific matters
• Staff held that a similar proposal may be omitted from the company's proxy material under rule 14a-8(i)(4) -- General Electric Co. (1.12.07) -- and that its response at that time will apply to any future submissions to the company of the same or similar proposal by the same proponent

Shareholder Access - Rule 14(a)(8)