- Not enough detail to support an argument that the proposal was not significant to the company
In December, the first letter was denied for failure to explain the board’s reasoning.
- The Staff indicated that “We are unable to conclude, based on the information presented in your correspondence, including the discussion of the board’s analysis on this matter, that this particular proposal is not sufficiently significant to the Company’s business operations such that exclusion would be appropriate.” The company’s letter stated that the matter was “integral” to the company.
- Significance was referenced twice in the same explanation, as the Staff concluded with the following: “[T]he board’s analysis does not explain why this particular proposal would not raise a significant issue for the [c]ompany.”
- Quantitative or other factors could help.