Publications

In July of 2016, the staff of the Securities and Exchange Commission (“SEC”) determined that H&R Block, Inc. did not, by virtue of its previous adoption of proxy access at the 3-percent/3-year thresholds, substantially implement a shareholder proposal requesting four specific revisions to the company’s proxy access bylaw. After granting no-action relief earlier this year to dozens of companies that had received proxy access shareholder proposals and thereafter adopted proxy access at the 3-percent/3-year thresholds, the Staff’s no-action denial to H&R Block suggested that, when it comes to applying the “substantial implementation” exclusion under Rule 14a-8(i)(10), there is a crucial distinction between a shareholder proposal that seeks the adoption of proxy access with specified provisions and one that requests enumerated revisions to the company’s existing proxy access bylaw. On September 27, 2016, the Staff issued three no-action responses that confirm and refine its view with regard to the application of the “substantial implementation” exclusion to proxy access proposals.