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SEC Seeks Board Explanation for Blocking Investor Proposals

Oct. 17, 2019, 3:06 PM

The Securities and Exchange Commission wants to hear more from boards of directors at companies that seek to keep a shareholder proposal off their ballot.

Corporate boards should better explain why they think the issue raised by a proposal isn’t significant enough to their company to warrant a shareholder vote, commission staff said in a bulletin issued Oct. 16. Directors should also show how the company has responded to investor concerns, including past votes on the issue, it said.

The bulletin builds on the staff’s earlier call for directors to give their opinion when company lawyers ask to block shareholder-submitted...

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