Market Trends 2020/21: Amendments to Rule 14a-8; Staff Legal Bulletins No. 14I, 14J, and 14K; and Other Shareholder Proposal Developments

This practice note discusses recent market trends and developments, including amendments to Rule 14a-8 under the Securities Exchange Act of 1934 (Rule 14a-8), which governs the process by which shareholders can submit proposals for inclusion in company proxy statements and allows companies to exclude shareholder proposals if certain substantive, eligibility, or procedural requirements are not satisfied, and Staff Legal Bulletin No. 14I, Staff Legal Bulletin No. 14J, and Staff Legal Bulletin No. 14K of the Division of Corporation Finance of the Securities and Exchange Commission (SEC), which provide guidance with respect to shareholder proposals submitted for inclusion in company proxy statements pursuant to Rule 14a-8. This note also describes recent SEC procedures for processing shareholder proposal no-action requests and developments in shareholder proposals submitted for inclusion in proxy statements for the 2021 proxy season.