Yesterday, the SEC Division of Corporation Finance (Staff) announced that it has posted a chart as another channel to publicly communicate its responses to Exchange Act Rule 14a-8 no-action requests.

This development follows the Staff’s announcement that, starting in the 2019-2020 proxy season, it may no longer provide a written response letter to all Rule 14a-8 no-action requests and may provide an oral response instead. The SEC may concur or disagree with the company’s position, or decline to take a view.

The SEC will continue to respond to every request and post responses, including “oral” ones, on its website in the chart. The chart includes:

  • The name of the company seeking to exclude the shareholder proposal from the proxy materials;
  • The name of the shareholder-proponent;
  • The date of the company’s initial submission;
  • The regulatory bases asserted by the company for the exclusion;
  • The Staff’s response (i.e., concurs, disagrees or declines to take a view);
  • The date of the Staff’s response; and
  • Whether a written Staff response was issued.

The chart contains hyperlinks to the company’s initial submission and any related subsequent correspondence, including the Staff’s written response, if any.

An SEC Staff member stated earlier in the month at a Practising Law Institute conference that the SEC anticipates updating the chart at least once or twice a week.