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CorpFin Won’t Be Expressing Views on 14a-8(i)(9) During the 2015 Proxy Season

Dear Blog,

It’s been entirely too long and I miss you terribly. I had quite the crazy 2014, but as things are settling down now I plan to get back to you on a more regular basis.

There are so many things that we need to catch up on; I’ve been having a hard time deciding on where to start. Rather than belabor the issue though, I’m going to just jump right back in and just briefly make note of the announcement by CorpFin on Friday that, in light of Chair White directing the staff to review and report to the Commission on Exchange Act Rule 14a-8(i)(9) (allowing for exclusion of shareholder proposals that directly conflict with a company’s own proposals to be submitted at the same meeting), CorpFin will not be expressing any views on the application of Rule 14a-8(i)(9) during the 2015 proxy season.

All of this of course relates to the shareholder proxy access debate going on over at Whole Foods, which if you haven’t been following is accessibly summarized in this NY Times piece or, better yet, have a look through Whole Food’s no-action request and James McRitchie’s response and subsequent appeal (all reproduced below).

I’m sure we’ll have plenty more to discuss on this as proxy season moves into full swing.

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