Overview
|
 SEC
acts on shareholder proxy access
- Approves changes to Rule 14a-8(i)(8) that, in
effect, overturn the Second Circuit's 2006 decision in
AFSCME v AIG
- Should end practice of activist shareholders
submitting proposals -- for inclusion in the company proxy statement -- that
seek to amend company by-laws to require shareholder proxy access
- Three such proposals were made in the 2007 proxy
season
- See Shareholder Proxy Access
below
- But declined to bring its other access proposal
to a vote
- Proposal would have required shareholder proxy
access
if specified requirements were met
- See Shareholder Proxy Access
below
- SEC did approve new rules to encourage use of
electronic shareholder forums
Investor
groups, legislators and others issued statements following the meeting
|
Electronic
Shareholder Forums Item 1
|
SEC
meeting
- Video replay of meeting 11.28.07
from SEC website
SEC
press release 11.28.07
- Specifically, the amendments will clarify that participation in an electronic shareholder forum, which could potentially constitute a solicitation subject to the current proxy rules, will be exempt from most of the proxy rules if the conditions to the exemption are satisfied.
- Participant may rely on exemption so long as
1>
communications occur no more than 60 days prior to meeting date and
2>
participant does not solicit proxy authority while relying on exemption
- Party that establishes, maintains or operates an electronic shareholder forum
will not be liable under federal securities laws for any statement or
information provided by another person participating in the forum
- During meeting discussion, SEC staff stated that
individuals can use the site to identify and
quantify support for ideas, but may not use it in any fashion to seek proxy
authority
SEC
releases
- To facilitate greater use of the electronic shareholder forum concept and to encourage more robust communication with the company and among shareholders, we propose to exempt any solicitation in an electronic shareholder forum by or on behalf of any person who does not seek directly or indirectly, either on its own or anothers behalf, the power to act as proxy for a shareholder and does not furnish or otherwise request, or act on behalf of a person who furnishes or requests, a form or revocation, abstention, consent or authorization.
For
more, see Electronic Shareholder Forums
|
Shareholder
Proxy Access Item 2
|
SEC
meeting
- Video replay of meeting 11.28.07 from SEC website
SEC
press release 11.28.07
- The Commission voted to amend the language of the rule to read as follows: "If the proposal relates to a nomination or an election for membership on the company's board of directors or analogous governing body or a procedure for such nomination or election." This language was not revised from the proposal.
- Rules adopted as proposed
- Clarification and confirmation of historical SEC
interpretation of Rule 14a-8
SEC
releases
- ... it is the Commissions view that a proposal may be excluded under Rule 14a-8(i)(8) if it would result in an immediate election contest (e.g., by making or opposing a director nomination for a particular meeting) or would set up a process for shareholders to conduct an election contest in the future by requiring the company to include shareholders director nominees in the companys proxy materials for subsequent meetings.
For
more, see
Shareholder Access
|
Post-Meeting Developments
SEC_CODE_REF_0090001192884
|
Statements
in opposition 11.28.07
Statements
in Support
AFSCME
proposals
- News reports that AFSCME filed election
resolutions (to establish proxy access procedures) for 2008 proxy season at Bear
Stearns and JPMorgan Chase
- SEC staff later ruled in favor of companies'
requests for exclusion of such proposals
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Commentary
Archive
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Official
notices
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Related Topics
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