What is SEC Rule 14a 8?
In Rule 14a-8, the Commission has provided a means by which shareholders can present proposals for the shareholders’ consideration in the company’s proxy statement. This process has become a cornerstone of shareholder engagement on important matters. Rule 14a-8 sets forth several bases for exclusion of such proposals.
What is SEC Rule 14 A?
Rule 14a-18 — Disclosure regarding nominating shareholders and nominees submitted for inclusion in a registrant’s proxy materials pursuant to applicable state or foreign law, or a registrant’s governing documents. Rule 14a-20 — Shareholder approval of executive compensation of TARP recipients.
How is shareholder proposal deadline calculated?
The deadline for shareholder proposals for the next annual meeting is included in the company’s proxy statement, and is determined by (i) starting with the release date disclosed in the previous year’s proxy statement; (ii) increasing the year by one; and (iii) counting back 120 calendar days.
What is a proxy financial statement?
A proxy statement is a document containing information that the Securities and Exchange Commission requires public companies to disclose to shareholders when requesting votes ahead of an annual meeting.
What is the Securities and Exchange Act of 1934?
Overview. The Securities and Exchange Act of 1934 (“1934 Act,” or “Exchange Act”) primarily regulates transactions of securities in the secondary market. As such, the 1934 Act typically governs transactions which take place between parties which are not the original issuer, such as trades that retail investors execute through brokerage companies.
What is Rule 14a-8 (I) (8) of the SEC Act?
Rule 14a-8 (i) (8) is one of the thirteen substantive bases upon which a company may rely to exclude a shareholder proposal from its proxy materials.
What is section 14a-a-C of the SEC Act?
Sections 14 (a)- (c) (codified in 15 U.S.C. § 78n (a)- (c) ) govern disclosure during proxy contests, when various parties might solicit an investor’s vote on a corporate action or to vote for certain board members. All disclosure materials must be filed with the SEC.
What is Rule 14a-8 of the Corporate Governance Act?
Rule 14a-8 provides shareholders with an opportunity to place certain proposals in a company’s proxy materials for a vote at an annual or special meeting of shareholders. Subsection (i) (8) of the rule permits exclusion of certain shareholder proposals related to the election of directors.