Rule text

• If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal?
  
  ***
  
  8. Relates to election:

  If the proposal relates to a nomination or an election for membership on the companys board of directors or analogous governing body or a procedure for such nomination or election;
  ____________
  
  Note: Rule 14a-8(i)(8) was amended effective 1.10.08
  Prior language read as follows:
  
  If the proposal relates to an election for membership on the company's board of directors or analogous governing body;
                                                                  

• General Proposals that attempt to establish procedures or requirements for director nominees cannot be excluded under this provision so long as the proponent drafts the proposal in such a way that it does not affect the election to take place at the meeting

1998 rule changes

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

• 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

• Fonix  11.27.07

• Andrew Marowitz
• Proposal to nominate an individual to the board of directors
• Excludable per Rule 14a-8(i)(8) as relating to an election to the company's board
• Company also invoked Rule 14a-8(i)(3)
• Company did not file its statement of objections to including the proposal at least 80 days before the date on which it will file definitive proxy material as required by rule 14a-8(j)(1)
• Staff wouldn't waive the 80-day requirement

• News Corp  6.07.07

• Proposal nominates an individual to board
• Excludable per Rule 14a-8(i)(8)

Withdrawn

• Verizon Communications  1.22.08 

• Robert A. Rehm
• Proposal to amend by-laws to allow shareholders to nominate directors, subject to specified conditions
• Withdrawn

Shareholder Access - Rule 14(a)(8)