SEC Grants 10 More Companies Relief From Proxy Access Items

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By Che Odom

March 9 — The staff of the Securities and Exchange Commission recently granted “no-action” relief to 10 more companies on shareholder proposals seeking amendments to proxy access provisions.

The SEC's Division of Corporation Finance concurred with the companies that they had already substantially implemented the measures called for in the resolutions, which were submitted by activist proponents James McRitchie, John Chevedden and Kenneth Steiner.

In March 3 letters to the companies which the SEC posted to its website March 8, Corp Fin said it wouldn't recommend enforcement action if the issuers excluded the proposals from their proxy materials.


Proxy access provisions, whether in corporate bylaws or charters, allow shareholders to nominate directors to the board. Attorneys previously said that 1934 Securities Exchange Act Rule 14a-8(i)(10)—which allows companies to exclude shareholder proposals asking for actions that have been substantially implemented—will play a major role in this season's proxy access resolutions .

McRitchie told Bloomberg BNA in a March 3 e-mail that he is targeting companies that have adopted what he considers “proxy access lite”—provisions that limit how many stockholders may group together to meet minimum ownership requirements, prevent the counting of certain loaned shares, or discriminate against repeat director candidates.

The companies gaining no-action relief are:

  • Amazon Inc.
  • Anthem Inc.
  • Fluor Corp.
  • International Paper Co.
  • ITT Corp.
  • McGraw Hill Financial Inc.
  • Public Service Enterprise Group
  • Sempra Energy
  • Xylem Inc., and
  • Wendy's Co.

    The SEC staff granted no-action relief to 15 companies last month on the same grounds .

    To contact the reporter on this story: Che Odom in Washington at

    To contact the editor responsible for this story: Yin Wilczek at