Skip to main content

  • AddRemove
  • Build a Report 
Legal Update

US SEC Provides Guidance on Excluding Shareholder Proposals from Proxy Statements

3 November 2015
Mayer Brown Legal Update

On October 22, 2015, the staff of the US Securities and Exchange Commission’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H addressing the scope and application of the grounds for exclusion of shareholder proposals from company proxy statements pursuant to Rule 14a-8 under the Securities Exchange Act of 1934. This Staff Legal Bulletin provides guidance on when a shareholder proposal directly conflicts with one of the company's own proposals under Rule 14a-8(i)(9). It also affirms the Staff’s existing position on the issue of when the significant policy exception to the ordinary business exclusion under Rule 14a-8(i)(7) applies.

We review the two interpretations and offer practical considerations for companies that receive shareholder proposals.


  • Laura D. Richman
    T +1 312 701 7304
  • Robert F. Gray, Jr.
    T +1 713 238 2600
  • Michael L. Hermsen
    T +1 312 701 7960

The Build a Report feature requires the use of cookies to function properly.  Cookies are small text files that are placed on your computer by websites that you visit. They are widely used in order to make websites work, or work more efficiently.  If you do not accept cookies, this function will not work.  For more information please see our Privacy Policy

You have no pages selected. Please select pages to email then resubmit.