SEC Staff Issues No-Action Responses With Regard to 18 Proxy Access Shareholder Proposals Challenged on “Substantial Implementation” Grounds
On February 12, 2016, the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (“SEC”) issued responses to 18 no-action requests from issuers that sought to omit proxy access shareholder proposals from their proxy materials on the ground that they had substantially implemented the proposal under Rule 14a-8(i)(10). The Staff granted no-action relief to 15 companies but denied relief to three companies whose proxy access bylaw provisions contained a higher eligibility threshold than that requested in the shareholder proposal.