• SEC Issues No-Action Responses for Proxy Access Proposals
  • March 20, 2012 | Authors: Allen C. Goolsby; Steven M. Haas; Olga Khvatskaya; William Lake Taylor
  • Law Firms: Hunton & Williams LLP - Richmond Office ; Hunton & Williams LLP - New York Office ; Hunton & Williams LLP - Richmond Office
  • On March 7, 2012, the Staff of the Securities and Exchange Commission (the “Staff”) issued responses to a series of no-action requests seeking to exclude shareholder proxy access proposals. These noaction responses represent the first significant guidance from the Staff following the 2011 amendments to Rule 14a-8 that permit inclusion of proxy access proposals. The Staff permitted six companies to exclude precatory proposals that were based on a model prepared by a coalition of shareholders called the “United States Proxy Exchange.” The Staff did not permit exclusion, however, of a binding proposal submitted by Norges Bank Investment Management. That proposal would provide access to holders of 1% of a company’s stock for one year. In addition, the Staff did not agree that a company that had voluntarily adopted a proxy access bylaw could exclude a proposal on the basis that it had been substantially implemented.