SEC Chair White Directs Staff to Review Rule for Excluding Conflicting Proxy Proposals

SEC Chair Mary Jo White issued a statement directing SEC staff to review Rule 14a-8(i)(9) in response to questions that have arisen about the proper scope and application of the rule.

The SEC's proxy rules enable shareholders to submit proposals for inclusion in a company's proxy materials for a vote at a shareholder meeting, subject to certain procedural and substantive exclusions. Exchange Act Rule 14a-8(i)(9) allows a company to exclude a shareholder proposal that "directly conflicts" with a management proposal.

In light of Chair White's direction that SEC staff review Rule 14a-8(i)(9), the Division of Corporation Finance (the "Division") announced that it will express no views on the application of the rule during the current proxy season.

See: Chair White's Statement and the Division's Announcement.See also: No-Action Letter to Whole Foods Indicating the Division Expresses No Views Under Rule 14a-8(i)(9).