What is SEC Rule 14A 8?

Rule 14a-8 requires companies that are subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain procedural and substantive requirements.

What is a proxy access?

“Proxy access” is shorthand for the ability of a long-term shareowner (or a group of long-term shareowners) to place a limited number of alternative board candidates on the company’s proxy card (ballot) for the company’s annual shareowner meeting.

What is a DEF 14A filing?

Key Takeaways. SEC Form DEF 14A, also known as a “definitive proxy statement,” is a required filing when a shareholder vote is required. The Form DEF 14A outlines the list of items up for vote by shareholders, such as the hiring of new directors or other business decisions.

Has proxy access been used?

Proxy Access Has Never Been Used in the U.S.—Second Attempt is Pending. To date, no shareholder has included a director nominee in the proxy materials of a U.S. company pursuant to a proxy access right.

What is a 14a 8 proposals?

Previously, Rule 14a-8 of the Securities Exchange Act of 1934 provided that for a shareholder to submit a proposal for inclusion in a company’s proxy materials, the shareholder must have continuously held at least $2,000 in market value, or 1%, of the company’s securities entitled to vote on the proposal for at least …

What is Rule 144 of the securities Act?

Rule 144 provides an exemption and permits the public resale of restricted or control securities if a number of conditions are met, including how long the securities are held, the way in which they are sold, and the amount that can be sold at any one time. …

What is a proxy and how do you use it?

A proxy server or proxy is a server that works as an intermediate connection point between you and the web page you visit. Proxy servers process your web request and the website data, making your web browsing secure and private.

At what frequency do companies typically file DEF 14A?

Also called a “definitive proxy statement,” Form DEF 14A is intended to furnish security holders with adequate information to be able to vote confidently at an upcoming shareholders’ meeting. It’s most commonly used with an annual meeting proxy and filed in advance of a company’s annual meeting.

Who is required to file a proxy statement?

A company is required to file its proxy statements with the SEC no later than the date proxy materials are first sent or given to shareholders. You can see this filing by using the SEC’s database, known as EDGAR. Enter the company’s name here and select the appropriate company to view its SEC filings.

What are proxy rights?

A proxy is an agent legally authorized to act on behalf of another party or a format that allows an investor to vote without being physically present at the meeting.

What is a shareholder proposal?

A shareholder proposal is your recommendation or requirement that the company and/or its board of directors take action, which you intend to present at a meeting of the company’s shareholders. Your proposal should state as clearly as possible the course of action that you believe the company should follow.

Is there a market-wide proxy access rule?

For decades, the Securities and Exchange Commission (SEC) unsuccessfully sought to adopt a market-wide proxy access rule.

When did the SEC change the proxy access rule?

The SEC did not appeal the court’s decision and has not re-proposed any proxy access rule; however, a related amendment to Rule 14a-8 became effective in September 2011, opening the door to shareholder proposals seeking proxy access. Prior to 2015, proxy access initiatives had limited success and only 15 U.S. companies had adopted proxy access.

What makes a company exclude a proxy access proposal?

The primary substantive basis relied on by companies seeking to exclude a shareholder proxy access proposal is that the company has already substantially implemented the proposal (Rule 14a-8 (i) (10)).

How many proxy access proposals were voted on in 2018?

The number of management proxy access proposals voted on in 2018 was down from 12 in 2017 and 25 in 2016. There were no instances of competing management and shareholder proxy access proposals during the 2018 proxy season.