Below is an excerpt from this excellent Cooley Alert about the SEC’s proposal to rescind Rule 14a-8 penned by Brad Goldberg, Beth Sasfai, Michael Mencher, Liz Dunshee, Vince Flynn, Amanda Weiss and Justin Kisner:
“Change in preliminary proxy filing requirements:
The proposed amendments also would amend Rule 14a-6 so that the submission of a shareholder proposal outside the 14a-8 process would not itself trigger a preliminary proxy filing. A preliminary filing instead would only be required when the company knows, or reasonably should know, that a nonexempt “solicitation in opposition” is being conducted by the shareholder proponent.
A “solicitation in opposition” would be broadly defined to include any solicitation (other than a solicitation exempt under Rule 14a-2): subject to Rule 14a-19, to vote against or withhold votes from any of the company’s director nominee(s), to vote against a proposal that the company expressly supports in its proxy materials, and to vote in support of a proposal that the company does not expressly support in its proxy materials.”
Authored by
Broc Romanek