This morning, the SEC Division of Corporation Finance announced changes to its process for administering the Rule 14a-8 no-action process. Although staff will continue to weigh in on companies' requests to exclude a proposal, that input may consist of declining to state a view, which the Announcement cautions should not be interpreted as indicating that the proposal must be included; rather, it merely indicates that staff is not taking a position on the merits.
Furthermore, beginning with the 2019 - 2020 proxy season, staff may respond to some no-action requests orally. Staff plans to issue letters where it believes a writing will "provide value" - e.g., to provide "broadly applicable guidance" on Rule 14a-8 compliance.
The announcement also reiterates staff's view that inclusion of a board analysis is "often useful" to staff's evaluation of a no-action request.
Here is the text of the release in full:
We will be posting law firm memos and other commentary and analysis real-time on our Shareholder Proposals page. Stay tuned for more from the Society on this key development.