Corp Fin is completely out of the shareholder proposal business! As we predicted a little while back, Corp Fin announced today that it will no longer process no-action requests under Rule 14a-8 going forward. This position now even includes requests made under Rule 14a-8(i)(1) “not a proper subject” (which the Staff was open to processing over the past year – but they never received a request under that exclusion basis).
Corp Fin also announced that it will no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy.
Companies will continue to be required under Rule 14a-8(j) to submit notices to the SEC containing the information required under that provision when they intend to exclude shareholder proposals from their proxy – submitting those notices using the “Shareholder Proposal Form.” As Corp Fin’s shareholder proposal email address is no longer functional, any questions or other correspondence should be sent to the Staff using that Shareholder Proposal Form.
There is no sunset for these updated Staff positions – unless the SEC announces a change in its position. So this is “new normal” for the foreseeable future…
Authored by
Broc Romanek