On May 18, the Financial Industry Regulatory Authority (FINRA) filed a rule change with the Securities and Exchange Commission to amend the by-laws of FINRA Regulation, Inc. (FINRA Regulation)—FINRA’s regulatory subsidiary. The rule change would reorganize FINRA Regulation’s District Committees (Rule Change), converting FINRA Regulation’s District Committees into Regional Committees, which mirror the regions covered

On February 12, the Securities and Exchange Commission’s Division of Corporation Finance (the Division) posted on its website 18 no-action letters relating to the exclusion of proxy access shareholder proposals under Rule 14a-8(i)(10). Rule 14a-8(i)(10) permits a company to exclude a shareholder proposal from its proxy statement if “the company has already substantially implemented the proposal.” In 15 of the 18 letters, the SEC granted issuers requested no-action relief, allowing them to exclude the shareholder proposals. In each case, the shareholder proposal sought adoption of a bylaw amendment that would permit shareholders holding a requisite threshold of shares to nominate board candidates for inclusion in the issuer’s proxy statement (i.e., a proxy access bylaw proposal).
Continue Reading SEC Issues No-Action Letters With Respect to Rule 14a-8(i)(10)