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SEC updates guidance on proxy matters

Defining Issues | November 2021

Division of Corporation Finance revises guidance on providing relief to a registrant for certain shareholder proposals.


Updated guidance from the SEC’s Division of Corporation Finance will make it harder for companies to obtain relief from the SEC staff to exclude shareholder proposals (e.g. related to climate change) from proxy statements.

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KPMG guidance and articles for financial reporting professionals.


Shareholder Proposals: Staff Legal Bulletin No. 14L (CF)

  • All public companies

Relevant dates

  • Effective immediately

Key impacts

  • It has been common for companies to request ‘no-action relief’ from the SEC staff for certain shareholder proposals.
  • The relief was granted under the ordinary business exception or the economic relevance exception, and provided non-binding assurance that the staff would not recommend enforcement action if the company omitted the proposal from its proxy statement.
  • The revisions specify that proposals with a ‘broader societal impact’ will no longer be considered for exclusion solely because they are not significant and specific to the registrant. The staff indicated that this realigns the approach with the original standard articulated by the Commission.
  • The guidance shift will result in registrants receiving relief less frequently on items such as human capital management and climate change-related proposals; this is because the staff indicated these matters have a ‘broader societal impact’.
  • The revisions also clarify other matters related to shareholder proposals, including the use of images in shareholder proposals, complying with proof of ownership requirements, and consideration for use of email for shareholder proposals.

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