Bloomberg BNA’s Corporate Law & Accountability Report is available on the Corporate Law Resource Center. This news service keeps corporate practitioners informed of legal developments of...
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:
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 email@example.com
To contact the editor responsible for this story: Yin Wilczek at firstname.lastname@example.org
All Bloomberg BNA treatises are available on standing order, which ensures you will always receive the most current edition of the book or supplement of the title you have ordered from Bloomberg BNA’s book division. As soon as a new supplement or edition is published (usually annually) for a title you’ve previously purchased and requested to be placed on standing order, we’ll ship it to you to review for 30 days without any obligation. During this period, you can either (a) honor the invoice and receive a 5% discount (in addition to any other discounts you may qualify for) off the then-current price of the update, plus shipping and handling or (b) return the book(s), in which case, your invoice will be cancelled upon receipt of the book(s). Call us for a prepaid UPS label for your return. It’s as simple and easy as that. Most importantly, standing orders mean you will never have to worry about the timeliness of the information you’re relying on. And, you may discontinue standing orders at any time by contacting us at 1.800.960.1220 or by sending an email to email@example.com.
Put me on standing order at a 5% discount off list price of all future updates, in addition to any other discounts I may quality for. (Returnable within 30 days.)
Notify me when updates are available (No standing order will be created).
This Bloomberg BNA report is available on standing order, which ensures you will all receive the latest edition. This report is updated annually and we will send you the latest edition once it has been published. By signing up for standing order you will never have to worry about the timeliness of the information you need. And, you may discontinue standing orders at any time by contacting us at 1.800.372.1033, option 5, or by sending us an email to firstname.lastname@example.org.
Put me on standing order
Notify me when new releases are available (no standing order will be created)