• 2006 Shareholder Proposal Season Back to the Basics -- Part 1
  • January 4, 2006 | Authors: Harry S. Pangas; Gregory T. Whiteley
  • Law Firm: Sutherland Asbill & Brennan LLP - Washington Office
  • As the 2006 shareholder proposal season shifts into high gear, we thought it would be helpful to remind companies about some of the procedural pitfalls in processing a shareholder proposal under SEC Rule 14a-8. Rule 14a-8 provides an opportunity for a shareholder owning a small amount of a company's securities to have his or her proposal included in the company's proxy statement for a vote at an annual or special meeting of shareholders. The rule generally requires a company to include a shareholder proposal in its proxy statement, unless the shareholder has not complied with the rule's eligibility/procedural requirements or the proposal falls within one of the rule's 13 substantive bases for excluding a proposal.