Proxy Proposals

While the brand-new rule 14a-11 is getting most of the proxy access publicity, an amendment to Exchange Act Rule 14a-8(i)(8) also requires in-house attention. The amended rule allows certain shareholders to submit proposals regarding the corporate board nomination process in proxy materials. Previously, companies could refuse to include shareholders' proposals.

Diane Frankle, a partner at DLA Piper, says 14a-8(i)(8) could be just as disruptive to corporate boards as 14a-11. The rule specifically requires companies to include in their proxy materials investor proposals related to developing a process in the company's bylaws for including shareholder nominees in the statements. It still allows companies to reject proposals if they are designed to limit any part of 14a-11.

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