The SEC staff recently updated Compliance and Disclosure Interpretations (C&DIs) on the proxy rules and Schedules 14A/C. We understand that the SEC staff intends to review and change other C&DIs that interpret the securities laws and SEC regulations.
Few topics, including the revisions, in the proxy C&DIs affect routine annual meetings. The C&DIs continue to cover fairly specific situations, including the following annual meeting subjects, along with a sampling of the key interpretations, many of which are not new but serve as useful reminders:
- Exempt solicitations. Filing of a Schedule 13D precludes reliance on the 10-person solicitation exemption.
- Use of discretionary authority.