Comment Letter on Rule 14a-8(I)(10), Securities & Exchange Commission, June 18, 2015

This letter focuses on SEC interpretations of Rule 14a-8(i)(10). The provision allows issuers to exclude shareholder proposals that have been “substantially implemented.” This has traditionally been used to allow for the exclusion of proposals rendered “moot” by the company���s actions. Companies, however, need not implement the shareholder proposal “exactly.” As a result, the staff is often asked to determine whether changes made by the company are substantial. The comment letter discusses positions taken by the staff where the company adopts a proposal asking that shareholders with a specified percentage of shares have the right to call a special meeting but limits eligible shares to those held for a specified period of time.