Rule text

• If I have complied with the procedural requirements, on what other bases may a company rely to exclude my proposal?
  
  ***
  
  9. Conflicts with company's proposal:
  
  If the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same meeting.
  _____________
  
  Note to paragraph (i)(9):
  
  A company's submission to the Commission under this section should specify the points of conflict with the company's proposal.
                                                                    

• A shareholder proposal that runs counter to a proposal submitted by management for a shareholder vote may be excluded if, when voted on, the two proposals would result in inconclusive or conflicting mandates that would be impossible to implement

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Former Rule 14a-8(c)(9) was redesignated as
  Rule 14a-8(i)(9)

• 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

• Herley Industries  11.20.07 

• Dolphin Limited Partnership III, L.P
• Proposal to amend by-laws to provide for a majority vote standard for directors
• Company included a majority vote proposal
  in its 2008 proxy statement  Proposal 2 at page 24
• Company request   SEC response

• H.J. Heinz  4.23.07

• William Steiner
• Adopt a simple majority vote
• SEC staff determined that this proposal conflicted with a board proposal to reduce certain supermajority voting standards in the bylaws to 60 percent
• Company included conflicting proposals in its 2007 proxy statement
• Company request   SEC response

Shareholder Access - Rule 14a8