In this transcript of last week's webcast: "Shareholder Proposals: Corp Fin Speaks" - courtesy of TheCorporateCounsel.net - SEC Division of Corporation Finance Senior Special Counsel Matt McNair summarizes Staff's responses to no-action requests this past proxy season that included a board analysis following the Division's issuance in November 2017 of SLB 14I (we reported on here & prior), and elaborates on SLB 14J issued in October 2018 (we reported on here).
Among other noteworthy takeaways:
- Staff's decisions that rejected requests for proposal excludability notwithstanding inclusion of a board analysis did not necessarily mean that exclusion wasn't possible; rather, Staff just didn't receive enough insight into the board's views to grant the request.
- Although the list of factors suggested for consideration for a board analysis discussion in a no-action request identified in SLB 14J is not exhaustive and companies don't need to address each factor, if the company's shareholders have previously voted on the matter, a voluntarily-included board analysis needs to discuss the voting results. That said, Matt indicates that the voting results aren't determinative and there is no bright-line threshold for proposal excludability or inclusion; rather, Staff will still look to the total mix of information and company-specific facts & circumstances (e.g., the company's and proponent's arguments as to how the voting results bear on the issue's significance) in making a determination.
The transcript also covers Matt's discussion of the no-action letter review process & timing, and the other key topics addressed in SLB 14J.
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Access additional information & resources on our Shareholder Proposals page. This post first appeared in last week's Society Alert!
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