SEC Staff Issues Guidance on Shareholder Proposal Exclusions Under Rule 14a-8

On November 1, 2017, the SEC Division of Corporation Finance published new guidance, Staff Legal Bulletin No. 14I, regarding no-action requests to exclude shareholder proposals under certain Rule 14a-8 exceptions. Among other things, the Division encouraged issuer boards to include in no-action requests the board’s detailed analysis of the issues raised by the “ordinary business” and “economic relevance” exceptions under Rule 14a-8.