Season-End Summary of Challenges under Rule 14a-8
The SEC has just completed its oversight role for the 2024/2025 season over challenges brought by companies to exclude proposals submitted by their shareholders per Rule 14a-8. What follows is a summary of the results for this season with comparisons to prior seasons. Under Rule 14a-8, companies generally must include shareholder proposals in their proxy […]
Neil McCarthy is Co-Founder and Chief Product Officer, James Palmiter is CEO and Co-Founder, and Markus Hartmann is Chief Legal Development Officer at DragonGC. This post is based on a DragonGC memorandum by Mr. McCarthy, Mr. Palmiter, Mr. Hartmann, G. Michael Weiksner, Jennifer Carberry, and Nicolas Sasso.
The SEC has just completed its oversight role for the 2024/2025 season over challenges brought by companies to exclude proposals submitted by their shareholders per Rule 14a-8. What follows is a summary of the results for this season with comparisons to prior seasons.
Under Rule 14a-8, companies generally must include shareholder proposals in their proxy statements to be considered at the annual meeting. The rule, however, provides several bases for exclusion, including 13 substantive requirements that proposals must comply with to avoid exclusion – Rule 14a-8(i)(1) to (i)(13) – as well as procedural requirements for when and how they must be submitted to the companies by shareholders. The rule has a process for how companies can seek to exclude these proposals by submitting a challenge to the SEC to obtain a favorable ‘no-action letter.’ (more…)
