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Vedder Thinking | Articles SEC Proposes Amendments to Rules Governing the Exclusion of Shareholder Proposals in Proxy Statements


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On July 13, 2022, the SEC issued proposed amendments to Rule 14a-8 under the Securities Exchange Act of 1934 governing the exclusion of shareholder proposals in a company’s proxy statement that, if adopted, would allow a company to exclude shareholder proposals based on revised exclusion criteria. Currently, if a shareholder submits a proposal that satisfies the procedural requirements of Rule 14a 8, a company must include the proposal in its proxy statement unless one of 13 exclusion provisions applies. The SEC’s proposal would amend three of the existing criteria—substantial implementation, duplication and resubmission. The proposed amendments are intended to improve the shareholder proposal process by providing greater transparency and consistency for shareholders and companies.

The SEC’s proposed revision of exclusion criteria include:

  • Substantial Implementation Exclusion. Under Rule 14a-8(i)(10), a company may exclude a shareholder proposal that has already been “substantially implemented” by the company. The amendment would allow for exclusion if the company has already implemented the “essential elements” of the proposal.
  • Duplication Exclusion. Under Rule 14a-8(i)(11), a company may exclude a shareholder proposal that “substantially duplicates” a previously submitted proposal that will be included in the proxy statement for the same shareholder meeting. The amendment would specify that a proposal “substantially duplicates” another if it “addresses the same subject matter and seeks the same objective by the same means.”
  • Resubmission Exclusion. Under Rule 14a-8(i)(12), a company may exclude a shareholder proposal that “addresses substantially the same subject matter” as a proposal included in the company’s proxy materials within the last five years if the most recent vote on the proposal took place within the last three years and the proposal received insufficient shareholder support. The amendment would align the duplication exclusion with the resubmission exclusion and revise the standard to allow a company to exclude a resubmitted proposal that “substantially duplicates” a prior proposal, i.e., the provision would allow exclusion if a proposal “addresses the same subject matter and seeks the same objective by the same means” as the prior proposal.

Comments on the proposal are due by September 12, 2022.

The SEC’s proposing release is available here, a related fact sheet is available here, and a related press release is available here.


John S. Marten


Nathaniel Segal


Jacob C. Tiedt