The U.S. Securities and Exchange Commission issued Staff Legal Bulletin 14M (SLB 14M), rescinding Staff Legal Bulletin 14L and changing staff guidance for issuers seeking to exclude shareholder proposals from proxy statements through the Rule 14a-8 no-action process. Commissioner Caroline A. Crenshaw criticised the timing of the change during the ongoing proxy season, citing increased costs and uncertainty for both issuers and investors. SLB 14M largely reinstates previous staff views on the Rule 14a-8(i)(5) and (i)(7) substantive bases for exclusion. The statement highlighted that the revised approach affects proposals across topics including poison pills, compensation, emerging issues such as artificial intelligence, political and lobbying expenditures, and environmental matters, and noted that issuers may be able to revise no-action requests while shareholders who have already submitted proposals may have limited ability to re-draft them to align with the new guidance.
U.S. Securities & Exchange Commission 2025-02-12
U.S. Securities and Exchange Commission staff rescinds SLB 14L and reinstates earlier guidance on Rule 14a-8 shareholder proposal exclusions
The U.S. Securities and Exchange Commission issued Staff Legal Bulletin 14M, rescinding SLB 14L and altering guidance for excluding shareholder proposals from proxy statements under Rule 14a-8. Commissioner Caroline A. Crenshaw criticized the timing, citing increased costs and uncertainty. The bulletin reinstates previous views on exclusion bases, affecting proposals on poison pills, compensation, AI, political expenditures, and environmental issues.