SEC Announces Changes to Rule 14a-8 No-Action Request Process

On September 6, 2019, the SEC’s Division of Corporation Finance announced that, beginning with the 2019-2020 shareholder proposal season, the Staff may respond orally instead of in writing to some no-action requests, and intends to issue written responses where it believes doing so would provide value. The Staff explained that if it chooses to respond orally, it will inform the company and the proponent of its response, which could be that the Staff concurs, disagrees or declines to state a view with respect to the company’s asserted basis for exclusion, and that, if the Staff declines to state its view, it should not be interpreted as indicating that the proposal must be included in the company’s proxy materials. The SEC’s announcement is available here.