Shareholder Proposal No-Action Requests in the 2024 Proxy Season

Key Points For the 2024 proxy season, companies submitted approximately 50% more no-action requests for the exclusion of shareholder proposals than they did for the prior proxy season. The SEC Staff granted more than two-thirds of no-action requests, versus approximately 56% in the corresponding prior period. The most successful bases for exclusion were that the […]

Shareholder Proposal No-Action Requests in the 2024 Proxy Season
Posted by Marc S. Gerber, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, July 9, 2024
Editor's Note:

Marc S. Gerber is Partner at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on his Skadden memorandum.

Key Points

  • For the 2024 proxy season, companies submitted approximately 50% more no-action requests for the exclusion of shareholder proposals than they did for the prior proxy season.
  • The SEC Staff granted more than two-thirds of no-action requests, versus approximately 56% in the corresponding prior period.
  • The most successful bases for exclusion were that the shareholder proposal suffered from a procedural defect, related to the company’s ordinary business matters, would micromanage the company or would (if implemented) cause the company to violate the law.
  • The results this proxy season show that the no-action process remains a viable option for many companies to consider if they want to exclude inappropriate or deficient shareholder proposals.

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