SEC Allows Exclusion of Proxy Access Shareholder Proposal Due to Conflict with Management Proposal
On December 1, 2014, the Securities and Exchange Commission (“SEC”) issued a no-action letter, much awaited by the corporate community, to Whole Foods Market, Inc., concurring with the company that it may omit a proxy access shareholder proposal from its 2015 proxy materials. Whole Foods’ submission to the SEC marks the first time the SEC staff was charged with deciding whether a proxy access shareholder proposal could be excluded under Rule 14a-8(i)(9) due to an alternative proposal presented by the company. The no-action relief granted to Whole Foods provides public companies with an additional option for responding to shareholder proposals seeking proxy access.