Alert October 23, 2012

SEC Staff Issues Legal Bulletin on Shareholder Proposals

The Division of Corporation Finance issued Staff Legal Bulletin No. 14G which addresses shareholder proposals submitted in accordance with Rule 14a-8 under the Securities Exchange Act of 1934.  The topics addressed in the bulletin are (1) proof of ownership under Rule 14a‑8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligible to submit a proposal under the Rule; (2) the manner in which companies should notify proponents of a failure to provide proof of ownership for the one-year period required under Rule 14a-8(b)(1); and (3) the use of website references in proposals and supporting statements.