On November 5, 2019, the SEC proposed amendments to certain procedural requirements and resubmission thresholds under the shareholder proposal rule of Rule 14a-8.
Under the proposed amendments, a shareholder would be eligible to submit a Rule 14a-8 proposal for inclusion in a company’s proxy statement if the shareholder has continuously held at least:
- $2,000 of the company’s securities entitled to vote on the proposal for at least three years;
- $15,000 of the company’s securities entitled to vote on the proposal for at least two years; or
- $25,000 of the company’s securities entitled to vote on the proposal for at least one year.
Additionally, the proposed rules would require the shareholder to provide a statement that he or she is able to meet with the company no less than 10 days, nor more than 30 days, after submission of the shareholder proposal and would apply the one proposal limit to “each person” rather than “each shareholder” who submits a proposal.
Finally, the SEC is proposing to increase the applicable resubmission thresholds, pursuant to which a company is required to resubmit shareholder proposals from previous years if the proposals received a certain percentage of the votes cast. As such, the resubmission thresholds of 3%, 6%, and 10% under Rule 14a-8(i)(12) would be increased to to 5%, 15%, and 25%, respectively.
The proposed amendments are currently subject to a 90-day comment period and can be found here.
KMK Law articles and blog posts are intended to bring attention to developments in the law and are not intended as legal advice for any particular client or any particular situation. The laws/regulations and interpretations thereof are evolving and subject to change. Although we will attempt to update articles/blog posts for material changes, the article/post may not reflect changes in laws/regulations or guidance issued after the date the article/post was published. Please consult with counsel of your choice regarding any specific questions you may have.
ADVERTISING MATERIAL.
© 2023 Keating Muething & Klekamp PLL. All Rights Reserved
- Partner
Jim Kennedy practices in the Business Representation & Transactions Group. The focus of his practice is corporate, securities, and financing law, where he has extensive experience in mergers, acquisitions and ...
- Partner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transaction ...
- Partner
As a partner in the firm’s Business Representation & Transactions Group, Allie Westfall’s insight and proven analytical skills help translate the complexities of the often-challenging securities laws. Allie’s counsel ...
- Partner
Chris Brinkman practices in the firm's Business Representation & Transactions Group with a concentration in venture capital transactions, start-ups & growth companies, securities, and mergers and acquisitions.
Chris ...
Topics/Tags
Select- Securities Law
- SEC
- Securities Regulation
- SEC Enforcement
- Clawback Rules
- Nasdaq
- Corporate Law
- Coronavirus
- Cybersecurity and Privacy Law
- Mergers & Acquisitions
- Tax Planning
- Dodd-Frank
- Economic Sanctions
- Ohio LLC Act
- IRS
- Paycheck Protection Program
- Corporate Tax
- JOBS Act
- FAST Act
- Proxy Access Rules
- Securities Litigation
- Cybersecurity Regulation
- Corporate Governance
- Consumer Protection Act
- Crowdfunding
- Cryptocurrency
- Hedging
- Conflict Minerals
- Real Estate Law
- Emerging Growth Companies
- Investors
- Taxation
- Private Offerings
- Pay Ratio Disclosure
- Whistleblower
- Intellectual Property
- Technology
- Opportunity Zone
- LIBOR
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Executive Compensation
- Health Care Act
- IPO
- Registration Statement
- Wall Street Reform
- Annual Reports
- Ohio Foreclosure Reform
- Director Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Board of Directors
- Director Independence
- Cyber Insurance
- Data Breach
- Regulation A
- Regulation D
- Total Shareholder Return
- Lenders
- Receivership Statute
- Compensation Committee Certification
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- Government Shutdown
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Litigation
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- SEC Sued Over Newly Adopted Share Repurchase Rules
- SEC Extends Period to Act on Exchange Clawback Rules
- SEC Charges Public Company for Misleading Non-GAAP Disclosures
- NYSE and Nasdaq Propose Clawback Listing Standards: What You Need to Know
- Corporate Transparency Act Update – FinCEN Issues Notice of Proposed Rulemaking
- SEC Amends Insider Trading Rules: New Conditions, Requirements, and Related Disclosures
- SEC Reopens Comment Period for 11 Proposed Rules Due to Technological Error
- Corporate Transparency Act Update—FinCEN Issues Final Rule
- SEC Provides Sample Guidance on Disclosure of Russia-Ukraine Invasion
- Proposed SEC Climate-Related Disclosure Requirements