The SEC has agreed with a company that it can exclude a shareholder proposal that asks the board to amend its existing bylaw to lower the ownership threshold from 25% to 10% of the company’s outstanding shares for calling a special meeting because it conflicts with a management proposal.
The company argued that under Rule 14a-8(i)(9), the shareholder proposal would conflict with a management proposal that it intends to include at its next annual meeting that seeks shareholder ratification of the current 25% ownership threshold included in the company’s bylaws. The staff concurred that the shareholder proposal conflicts because “a reasonable shareholder could not logically vote in favor of both proposals.”
In 2015, after some controversy with proxy access shareholder proposals, the SEC staff issued Staff Legal Bulletin No. Continue Reading