Matt Levine’s Money Stuff: SEC Opposes Shareholder Proposals

Shareholder proposals

When I was starting out as a young corporate lawyer, I worked on several 14a-8 shareholder proposals. I did this because I was very junior and nobody else wanted them. Here is how 14a-8 proposals work:

1. US public companies have annual meetings where shareholders can vote on various things, mainly electing the board of directors and approving executive pay. The companies send out proxy statements to the shareholders, explaining the stuff that they are voting on; the shareholders vote by tearing out the proxy card at the back of the proxy statement, checking the box for “Yes” or “No” ...