The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Mon, 20 Jul 2026 20:07:07 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png SEC Allows Exclusion of Conflicting Proxy Access Shareholder Proposal – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 SEC Allows Exclusion of Conflicting Proxy Access Shareholder Proposal https://corpgov.law.harvard.edu/2014/12/21/sec-allows-exclusion-of-conflicting-proxy-access-shareholder-proposal/?utm_source=rss&utm_medium=rss&utm_campaign=sec-allows-exclusion-of-conflicting-proxy-access-shareholder-proposal https://corpgov.law.harvard.edu/2014/12/21/sec-allows-exclusion-of-conflicting-proxy-access-shareholder-proposal/#comments Sun, 21 Dec 2014 14:00:58 +0000 http://blogs.law.harvard.edu/corpgov/?p=67332?d=20150303153027EST Editor's Note: The following post comes to us from Yafit Cohn, Associate at Simpson Thacher & Bartlett LLP, and is based on a Simpson Thacher memorandum.

On December 1, 2014, the Securities and Exchange Commission (“SEC”) issued a no-action letter, much awaited by the corporate community, to Whole Foods Market, Inc., concurring with the company that it may omit a proxy access shareholder proposal from its 2015 proxy materials. [1] The shareholder proposal, submitted by James McRitchie pursuant to Rule 14a-8, asked the Whole Foods board to amend the company’s governing documents to allow any shareholder or group of shareholders collectively holding at least three percent of the company’s shares for at least three years to nominate directors, which the company would then be required to list on its proxy statement. The proposal added that parties nominating directors “may collectively make nominations numbering up to 20% of the Company’s board of directors, or no less than two if the board reduces the number of board members from its current size.”

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]]> Posted by Yaron Nili, Co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Sunday, December 21, 2014
Editor's Note:

The following post comes to us from Yafit Cohn, Associate at Simpson Thacher & Bartlett LLP, and is based on a Simpson Thacher memorandum.

On December 1, 2014, the Securities and Exchange Commission (“SEC”) issued a no-action letter, much awaited by the corporate community, to Whole Foods Market, Inc., concurring with the company that it may omit a proxy access shareholder proposal from its 2015 proxy materials. [1] The shareholder proposal, submitted by James McRitchie pursuant to Rule 14a-8, asked the Whole Foods board to amend the company’s governing documents to allow any shareholder or group of shareholders collectively holding at least three percent of the company’s shares for at least three years to nominate directors, which the company would then be required to list on its proxy statement. The proposal added that parties nominating directors “may collectively make nominations numbering up to 20% of the Company’s board of directors, or no less than two if the board reduces the number of board members from its current size.”

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