SEC Amends Shareholder Proposal Eligibility Rules

On September 23, 2020, the Securities and Exchange Commission (the “SEC”) finalized amendments to certain security ownership thresholds, procedural requirements, and resubmission thresholds under the shareholder proposal requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended. These amendments, the initial versions of which we discussed in our earlier Viewpoints advisory, will be effective 60 days after publication in the Federal Register and will apply to any proposal submitted for an annual or special meeting to be held on or after January 1, 2022. The SEC indicated that the purpose of the changes is to “help ensure that the ability to have a [shareholder] proposal included. . . in a company’s proxy materials — and thus to draw on company and shareholder resources and to command the time and attention of the company and other shareholders — is appropriately calibrated and takes into consideration the interests of

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