Rule 14a-8(i)(6)

Absence of power/authority

Rule 14a-8(i)(6)

Rule text

The May 1998 adopting release for the current version of Rule 14a-8 indicates that the rule continues to refer to situations in which the company lacks power to implement a proposal, but is not intended to exclude a proposal that merely asks the company to cooperate with a third party.11

Exchange Act Release 34-40018 at n 20 5.21.98
However, if the proposal deals with something that can be done in the future, such as redeeming the rights distributed, it is more likely that the proposal will not be permitted to be excluded.

1998 rule changes

For prior versions of the rule, see
Rule 14a-8 Historic Rule Changes

SLB 14B 2004

SLB 14C 2005

Section C Proposals calling for director independence

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SLB 14 indicates that proposals that might otherwise be excluded under this provision may be amended to cover only future relationships. SLB 14B also contains staff guidance on submitting opinions of counsel in support of company arguments that the company lacks the power or authority to implement the proposal under rule 14a8(i)(6)

Excludable

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(f)

Requests that company's trustee amend the declaration of trust to require that an outside trustee serve as board chair
Excludable per Rule 4a-8(i)(6)
Company also invoked Rule 14a-8(i)(3)

Richard E. Kaplan
Require that a majority of board members and board committee members be independent directors
Excludable per Rule 14a-8(i)(6)
Company also invoked Rule 14a-8(i)(3) and
Rule 14a-8(i)(8)

Not excludable

Would require director nominees to own specified minimum amounts of company stock for at least three years
Not excludable per Rule 14a-8(i)(6)

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)

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)

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

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