Comment Deadline Set for SEC Rule on Duplicative Proxy Proposals

Comments on an SEC proposal to amend SEA Rule 14a-8 ("Shareholder proposals") to narrow the bases upon which an issuer can exclude shareholder proposals must be submitted by September 12, 2022. The notice was published in the Federal Register.

As previously covered, the proposed amendments would (i) expand the substantial implementation exclusion to include proposals that may be excluded if the company has already implemented the essential elements of the proposal, (ii) specify that a proposal substantially duplicates another proposal for purposes of the duplication exclusion if it contains the same subject matter and seeks the same objective by the same means and (iii) amend the resubmission exclusion to provide that a proposal constitutes a resubmission if it substantially duplicates another proposal that has already been submitted.

The SEC proposed the amendments in order to (i) provide greater transparency to shareholders and companies while evaluating the bases for exclusion of shareholder proposals and (ii) promote stronger communication between shareholders and companies.