Date: February 24, 2015

Issue: Proxy Advisory Firms

To: The Honorable Mary Jo White, Chair, SEC 

Filing Type: Regulatory/ Coalition  

Description: The undersigned organizations expressed concern and alarm regarding the January 16 announcement (“Whole Foods”) that the Securities and Exchange Commission (“SEC”) Staff in the Division of Corporation Finance (the “Division”) will express no views on the application of Rule 14a-8(i)(9) on any shareholder proposal during the 2015 proxy season.  Such an abrupt change to the SEC’s longstanding practice under Rule 14a-8, coming as many reporting companies are finalizing and distributing annual proxy statements, is extremely disruptive to fundamental governance.  

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