On October 23, 2018, the staff of the Division of Corporation Finance of the US Securities and Exchange Commission issued Staff Legal Bulletin No. 14J to provide further guidance on shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. This Legal Update discusses the three topics that the bulletin covered in connection with ordinary business and economic relevance exclusions of shareholder proposals: board analyses, micromanagement, and executive and/or director compensation matters. Companies that are, or may soon be, in the process of responding to shareholder proposals for the 2019 proxy season should consider the impact of these interpretations.
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