Regulatory Alerts2022-07-13
Proposed Rule on Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8
The Securities and Exchange Commission proposes amendments to Exchange Act Rule 14a-8 that clarify three substantive bases for excluding shareholder proposals from company proxy materials. The revisions specify that the substantial implementation exclusion applies when a company has executed the essential elements of a proposal, while the duplication and resubmission exclusions now require that proposals address the same subject matter and seek the identical objective through the same means. These standardized criteria aim to increase predictability for issuers and investors by aligning historical voting thresholds with a unified substantive test.
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