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2016 Proxy Season: SEC Staff Issues Important Guidance on Key Shareholder Proposal Exclusions

11 December 2015

SEC Update

The SEC's Division of Corporation Finance recently issued Staff Legal Bulletin No. 14H (CF) (SLB 14H) to provide guidance on two significant interpretive issues under Exchange Act Rule 14a-8, which sets forth the requirements applicable to proposals submitted by shareholders for inclusion in their company’s annual proxy statement. The new guidance will govern staff action in the 2016 proxy season on company requests for the exclusion of shareholder proposals under two of the 13 substantive bases for exclusion contained in the rule.

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