Question 12:  Re: company statements about proposal

• If the company includes my shareholder proposal in its proxy materials, what information about me must it include along with the proposal itself?
• 1. The company's proxy statement must include your name and address, as well as the number of the company's voting securities that you hold. However, instead of providing that information, the company may instead include a statement that it will provide the information to shareholders promptly upon receiving an oral or written request.
• 2. The company is not responsible for the contents of your proposal or supporting statement.
                                                                     

1998 rule changes

• All of Rule 14a-8 was rewritten in a Plain English Q&A format
• Former Rule 14a-8(b)(2) became Rule 14a-8(l) Answer 1
• Part of former Rule 14a-8(b)(1) became Rule 14a-8(l) Answer 2

• 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

SLB 14

• Section D  Inclusion of proponent name

• D.1  Company needn't include
• D.2  Proponent can request non-disclosure
• D.3  Company can exclude shareholder e-mail address

SLB 14C  2005

• Section E  Excluding proponent's name

Overview

• Company need not submit a no-action request to exclude a shareholder proponents name or address
• SLB 14 provides that Rule 14a-8(l) is a self-executing provision that permits a company to exclude from its proxy statement a shareholder proponents name, address, and number of voting securities held, so long as the company includes a statement that it will provide this information to shareholders promptly upon receiving a request

• Schering-Plough  1.18.05

• Company could omit the last sentence in a shareholder proposal that contained the proponents name and address 
• Company argument     SEC response
  

Shareholder Access - Rule 14(a)(8)