{"description":"Documents matching '14a-8' and from Securities and Exchange Commission","count":105,"total_pages":6,"next_page_url":"https://www.federalregister.gov/api/v1/documents?conditions%5Bagencies%5D%5B%5D=securities-and-exchange-commission&conditions%5Bterm%5D=14a-8&format=json&page=2","results":[{"title":"Regulatory Flexibility Agenda","type":"Notice","abstract":"The Securities and Exchange Commission is publishing the Chairman's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (\"RFA\") (Pub. L. 96-354, 94 Stat. 1164) (Sept. 19, 1980). The items listed in the Regulatory Flexibility Agenda for Spring 2025 reflect only the priorities of the Chairman of the U.S. Securities and Exchange Commission, and do not necessarily reflect the views and priorities of any individual Commissioner. Information in the agenda was accurate on June 27, 2025, the date on which the Commission's staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries. The Commission is now printing in the Federal Register, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required. The Commission's complete RFA agenda will be available online at www.reginfo.gov.","document_number":"2025-18321","html_url":"https://www.federalregister.gov/documents/2025/09/22/2025-18321/regulatory-flexibility-agenda","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2025-09-22/pdf/2025-18321.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2025-18321.pdf?1758285917","publication_date":"2025-09-22","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"Securities and Exchange Commission\n (SEC) \n \n \n Division of Corporation\n Finance \n \n Completed Actions \n \n \n   \n \n \n 320. RULE <span class=\"match\">14A-8</span> AMENDMENTS [3235-AM91] \n Legal Authority: 15 U.S.C. 78c(b); 15 U.S.C. 78n; 15 U.S.C. 78w(a); 15 U.S.C. 80a-20(a); 15 U.S.C. 80a-29; 15 U.S.C. 80a-37; … \n Abstract: The Division was considering recommending that the Commission adopt rule amendments regarding shareholder proposals under Rule <span class=\"match\">14a-8</span>. The Commission proposed to, among other things, update certain substantive bases for exclusion of shareholder proposals under"},{"title":"Self-Regulatory Organizations; New York Stock Exchange LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change Amending Section 302.00 of the NYSE Listed Company Manual To Exempt Closed-End Funds Registered Under the Investment Company Act of 1940 From the Requirement To Hold Annual Shareholder Meetings","type":"Notice","abstract":null,"document_number":"2025-17723","html_url":"https://www.federalregister.gov/documents/2025/09/15/2025-17723/self-regulatory-organizations-new-york-stock-exchange-llc-order-instituting-proceedings-to-determine","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2025-09-15/pdf/2025-17723.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2025-17723.pdf?1757681109","publication_date":"2025-09-15","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"for in Rule <span class=\"match\">14a-8</span> of the Exchange Act \n 50 \n \n because shareholders cannot submit proposals if there is no shareholder meeting at which to present them.\n 51 \n \n In turn, the commenter stated, if Rule <span class=\"match\">14a-8</span> becomes moot, shareholders would also lose their right provided for in Section 15(a)(3) of the 1940 Act \n 52 \n \n to approve and terminate investment advisory agreements because such proposals are typically submitted as Rule <span class=\"match\">14a-8</span> proposals or as business at an annual shareholder meeting.\n 53 \n \n \n \n \n 50 \n  17 CFR 240.14a-8. Rule <span class=\"match\">14a-8</span> requires companies"},{"title":"Withdrawal of Proposed Regulatory Actions","type":"Proposed Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is formally withdrawing certain notices of proposed rulemaking issued between March 2022 and November 2023. The Commission does not intend to issue final rules with respect to these proposals. If the Commission decides to pursue future regulatory action in any of these areas, it will issue a new proposed rule.","document_number":"2025-11110","html_url":"https://www.federalregister.gov/documents/2025/06/17/2025-11110/withdrawal-of-proposed-regulatory-actions","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2025-06-17/pdf/2025-11110.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2025-11110.pdf?1750077920","publication_date":"2025-06-17","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"final rules with respect to these proposals. If the Commission decides to pursue future regulatory action in any of these areas, it will issue a new proposed rule. \n Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule <span class=\"match\">14a-8</span> \n \n On July 27, 2022, the Commission published a rule proposal that would have amended certain substantive bases for exclusion of shareholder proposals under the Commission's shareholder proposal rule.\n 1 \n \n The proposed amendments would have amended the substantial implementation"},{"title":"Regulatory Flexibility Agenda","type":"Notice","abstract":"The Securities and Exchange Commission is publishing the Chairman's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (\"RFA\") (Pub. L. 96-354, 94 Stat. 1164) (Sept. 19, 1980). The items listed in the Regulatory Flexibility Agenda reflect only the priorities of the Chairman of the U.S. Securities and Exchange Commission, and do not necessarily reflect the views and priorities of any individual Commissioner. Information in the agenda was accurate on May 12, 2026, the date on which the Commission's staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries. The Commission is now printing in the Federal Register, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required. The Commission's complete RFA agenda will be available online at www.reginfo.gov.","document_number":"2026-16619","html_url":"https://www.federalregister.gov/documents/2026/08/14/2026-16619/regulatory-flexibility-agenda","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2026-08-14/pdf/2026-16619.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2026-16619.pdf?1786625116","publication_date":"2026-08-14","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"PROPOSAL MODERNIZATION \n Legal Authority: 15 U.S.C. 78c(b); 15 U.S.C. 78cn; 15 U.S.C. 78w(a); 15 U.S.C. 80a-20(a); 15 U.S.C. 80a-29 \n Abstract: The Division is considering recommending that the Commission propose rule amendments to modernize the requirements of Exchange Act Rule <span class=\"match\">14a-8</span> to reduce compliance burdens for registrants and account for developments since the rule was last amended. \n Timetable: \n \n   \n \n Action \n Date \n FR Cite \n \n \n NPRM \n 10/00/26 \n \n \n Regulatory Flexibility Analysis Required: Yes \n Agency Contact: Jennifer W. Choi, Division"},{"title":"Regulatory Flexibility Agenda","type":"Proposed Rule","abstract":"The Securities and Exchange Commission is publishing the Chair's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (RFA) (Pub. L. 96-354, 94 Stat. 1164) (Sept. 19, 1980). The items listed in the Regulatory Flexibility Agenda for Spring 2024 reflect only the priorities of the Chair of the U.S. Securities and Exchange Commission, and do not necessarily reflect the views and priorities of any individual Commissioner. Information in the agenda was accurate on May 1, 2024, the date on which the Commission's staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries. The Commission is now printing in the Federal Register, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required. The Commission's complete RFA agenda will be available online at www.reginfo.gov.","document_number":"2024-16470","html_url":"https://www.federalregister.gov/documents/2024/08/16/2024-16470/regulatory-flexibility-agenda","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2024-08-16/pdf/2024-16470.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2024-16470.pdf?1723725923","publication_date":"2024-08-16","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"3235-AM78\n \n \n SECURITIES AND EXCHANGE COMMISSION (SEC) \n \n Division of Corporation Finance \n Final Rule Stage \n 367. Rule <span class=\"match\">14a-8</span> Amendments [3235-AM91] \n \n Legal Authority: \n 15 U.S.C. 78c(b); 15 U.S.C. 78n; 15 U.S.C. 78w(a); 15 U.S.C. 80a-20(a); 15 U.S.C. 80a-29; 15 U.S.C. 80a-37; . . .\n \n \n Abstract: \n The Division is considering recommending that the Commission adopt rule amendments regarding shareholder proposals under Rule <span class=\"match\">14a-8</span>. The Commission proposed to, among other things, update certain substantive bases for exclusion of shareholder proposals"},{"title":"Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8","type":"Proposed Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is proposing to update certain substantive bases for exclusion of shareholder proposals under the Commission's shareholder proposal rule. The proposed amendments would amend the substantial implementation exclusion to specify that a proposal may be excluded if the company has already implemented the essential elements of the proposal. We also propose to specify when a proposal substantially duplicates another proposal for purposes of the duplication exclusion. In addition, we propose to amend the resubmission exclusion to provide that a proposal constitutes a resubmission if it substantially duplicates another proposal. Under the proposed amendments, for purposes of both the duplication exclusion and the resubmission exclusion, a proposal would substantially duplicate another proposal if it addresses the same subject matter and seeks the same objective by the same means.","document_number":"2022-15348","html_url":"https://www.federalregister.gov/documents/2022/07/27/2022-15348/substantial-implementation-duplication-and-resubmission-of-shareholder-proposals-under-exchange-act","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2022-07-27/pdf/2022-15348.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2022-15348.pdf?1658839512","publication_date":"2022-07-27","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"Submissions \n C. Potential Costs and Benefits \n 1. General Economic Considerations Relevant to Shareholder Proposals \n 2. Rule <span class=\"match\">14a-8</span>(i)(10)—Substantial Implementation \n 3. Rule <span class=\"match\">14a-8</span>(i)(11)—Duplication \n 4. Rule <span class=\"match\">14a-8</span>(i)(12)—Resubmissions \n D. Anticipated Effects on Efficiency, Competition, and Capital Formation \n E. Reasonable Alternatives \n 1. Rule <span class=\"match\">14a-8</span>(i)(10)—Substantial Implementation \n 2. Rule <span class=\"match\">14a-8</span>(i)(11)—Duplication \n 3. Rule <span class=\"match\">14a-8</span>(i)(12)—Resubmissions \n F. Request for Comment \n IV. Paperwork Reduction Act \n A. Summary of the Collection of Information"},{"title":"Regulatory Flexibility Agenda","type":"Proposed Rule","abstract":"The Securities and Exchange Commission is publishing the Chair's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (RFA) (Pub. L. 96-354, 94 Stat. 1164) (Sept. 19, 1980). The items listed in the Regulatory Flexibility Agenda for Fall 2023 reflect only the priorities of the Chair of the U.S. Securities and Exchange Commission, and do not necessarily reflect the views and priorities of any individual Commissioner. Information in the agenda was accurate on August 22, 2023, the date on which the Commission's staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries. The Commission is now printing in the Federal Register, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required. The Commission's complete RFA agenda will be available online at www.reginfo.gov.","document_number":"2024-00469","html_url":"https://www.federalregister.gov/documents/2024/02/09/2024-00469/regulatory-flexibility-agenda","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2024-02-09/pdf/2024-00469.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2024-00469.pdf?1707399917","publication_date":"2024-02-09","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"Exchange Commission, 100 F Street NE, Washington, DC 20549, \n Phone: \n 202 551-3430.\n \n \n RIN: \n 3235-AL04\n \n 613. Rule <span class=\"match\">14A-8</span> Amendments [3235-AM91] \n \n Legal Authority: \n 5 U.S.C. 78c(b); 15 U.S.C. 78n; 15 U.S.C. 78w(a); 15 U.S.C. 80a-20(a); 15 U.S.C. 80a-29; 15 U.S.C. 80a-37; . . .\n \n \n Abstract: \n The Division is considering recommending that the Commission adopt rule amendments regarding shareholder proposals under Rule <span class=\"match\">14a-8</span>. The Commission proposed to, among other things, update certain substantive bases for exclusion of shareholder proposals"},{"title":"Technical Amendments to Commission Rules and Forms","type":"Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is adopting technical amendments to various rules and forms under the Securities Act of 1933 and the Securities Exchange Act of 1934. These amendments correct errors that are technical in nature, including typographical errors and erroneous cross-references in various Commission rules and forms.","document_number":"2025-02524","html_url":"https://www.federalregister.gov/documents/2025/02/18/2025-02524/technical-amendments-to-commission-rules-and-forms","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2025-02-18/pdf/2025-02524.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2025-02524.pdf?1739540706","publication_date":"2025-02-18","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"\n \n \n Securities Exchange Act of 1934 (“Exchange Act”) \n 5 \n \n \n Rule 13a-11\n Rule 13d-1 \n \n \n 240.13a-11\n 240.13d-1 \n \n \n \n \n   \n Schedule 13G \n 240.13d-102 \n \n \n   \n Rule 14a-2 \n 240.14a-2 \n \n \n   \n Rule 14a-5 \n 240.14a-5 \n \n \n   \n Rule 14a-6 \n 240.14a-6 \n \n \n   \n Rule <span class=\"match\">14a-8</span> \n 240.14a-8 \n \n \n   \n Rule 14a-12 \n 240.14a-12 \n \n \n   \n Schedule 14A \n 240.14a-101 \n \n \n   \n Rule 14n-1 \n 240.14n-1 \n \n \n   \n Schedule 14N \n 240.14n-101 \n \n \n   \n Rule 15d-11 \n 240.15d-11 \n \n \n   \n Form 4 \n 249.104 \n \n \n   \n Form 18 \n 249.218 \n \n \n   \n Form 40-F \n 249.240f"},{"title":"Regulatory Flexibility Agenda","type":"Proposed Rule","abstract":"The Securities and Exchange Commission is publishing the Chair's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (RFA) (Pub. L. 96-354, 94 Stat. 1164) (Sept. 19, 1980). The items listed in the Regulatory Flexibility Agenda for Spring 2023 reflect only the priorities of the Chair of the U.S. Securities and Exchange Commission, and do not necessarily reflect the views and priorities of any individual Commissioner. Information in the agenda was accurate on April 10, 2023, the date on which the Commission's staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries. The Commission is now printing in the Federal Register, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required. The Commission's complete RFA agenda will be available online at www.reginfo.gov.","document_number":"2023-14566","html_url":"https://www.federalregister.gov/documents/2023/07/27/2023-14566/regulatory-flexibility-agenda","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2023-07-27/pdf/2023-14566.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2023-14566.pdf?1690375518","publication_date":"2023-07-27","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"Street NE, Washington, DC 20549, \n Phone: \n 202 551-3231, \n Email: kwonc@sec.gov. \n \n \n RIN: \n 3235-AM89\n \n 352. Rule <span class=\"match\">14a-8</span> Amendments [3235-AM91] \n \n Legal Authority: \n 15 U.S.C. 78c(b); 15 U.S.C. 78n; 15 U.S.C. 78w(a); 15 U.S.C. 80a-20(a); 15 U.S.C. 80a-29; 15 U.S.C. 80a-37; . . .\n \n \n Abstract: \n The Division is considering recommending that the Commission adopt rule amendments regarding shareholder proposals under Rule <span class=\"match\">14a-8</span>. The Commission proposed to, among other things, update certain substantive bases for exclusion of shareholder proposals"},{"title":"Sunshine Act Meetings","type":"Notice","abstract":null,"document_number":"2022-14693","html_url":"https://www.federalregister.gov/documents/2022/07/08/2022-14693/sunshine-act-meetings","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2022-07-08/pdf/2022-14693.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2022-14693.pdf?1657138516","publication_date":"2022-07-08","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"whether to adopt amendments to the proxy rules governing proxy voting advice. \n 2. The Commission will consider whether to propose amendments to update certain substantive bases for exclusion of shareholder proposals under the Commission's shareholder proposal rule (Rule <span class=\"match\">14a-8</span>). \n \n \n CONTACT PERSON FOR MORE INFORMATION: \n For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact Vanessa A. Countryman from the Office of the Secretary at (202) 551-5400. \n \n Authority: \n 5 U.S.C. 552b.\n \n"},{"title":"Modernization of Beneficial Ownership Reporting","type":"Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is adopting amendments to certain rules that govern beneficial ownership reporting. The amendments generally shorten the filing deadlines for initial and amended beneficial ownership reports filed on Schedules 13D and 13G. The amendments also clarify the disclosure requirements of Schedule 13D with respect to derivative securities. We also are expanding the timeframe within a given business day by which Schedules 13D and 13G must be filed, and separately requiring that Schedule 13D and 13G filings be made using a structured, machine-readable data language. Further, we discuss how, under the current rules, an investor's use of a cash-settled derivative security may result in the person being treated as a beneficial owner of the class of the reference equity security. We also are providing guidance on the application of the current legal standard found in section 13(d)(3) and 13(g)(3) of the Securities Exchange Act of 1934 to certain common types of shareholder engagement activities. Finally, we are making certain technical revisions.","document_number":"2023-22678","html_url":"https://www.federalregister.gov/documents/2023/11/07/2023-22678/modernization-of-beneficial-ownership-reporting","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2023-11-07/pdf/2023-22678.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2023-22678.pdf?1699278317","publication_date":"2023-11-07","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"Act Rule <span class=\"match\">14a-8</span> for presentation at a meeting of shareholders?\n \n \n Response: \n No. The Rule <span class=\"match\">14a-8</span> shareholder proposal submission process is simply another means through which shareholders can express their views to an issuer's management and board and other shareholders. For purposes of group formation, we do not believe shareholders engaging in a free and independent exchange of thoughts about a potential shareholder proposal, jointly submitting, or jointly presenting, a non-binding proposal to an issuer in accordance with Rule <span class=\"match\">14a-8</span> (or other"},{"title":"Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8","type":"Rule","abstract":"We are adopting amendments to certain procedural requirements and the provision relating to resubmitted proposals under the shareholder-proposal rule in order to modernize and enhance the efficiency and integrity of the shareholder-proposal process for the benefit of all shareholders. The amendments to the procedural rules: Amend the current ownership requirements to incorporate a tiered approach that provides three options for demonstrating a sufficient ownership stake in a company--through a combination of amount of securities owned and length of time held--to be eligible to submit a proposal; require certain documentation to be provided when a proposal is submitted on behalf of a shareholder-proponent; require shareholder- proponents to identify specific dates and times they can meet with the company in person or via teleconference to engage with the company with respect to the proposal; and provide that a person may submit no more than one proposal, directly or indirectly, for the same shareholders' meeting. The amendments to the resubmission thresholds revise the levels of shareholder support a proposal must receive to be eligible for resubmission at the same company's future shareholders' meetings from 3, 6, and 10 percent to 5, 15, and 25 percent, respectively.","document_number":"2020-21580","html_url":"https://www.federalregister.gov/documents/2020/11/04/2020-21580/procedural-requirements-and-resubmission-thresholds-under-exchange-act-rule-14a-8","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2020-11-04/pdf/2020-21580.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2020-21580.pdf?1604411116","publication_date":"2020-11-04","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"proposals as a result of the amendments to <span class=\"match\">14a-8</span>(b) + 2% upper bound percentage of excludable proposals as a result of the amendments to <span class=\"match\">14a-8</span>(c) + 5% upper bound percentage of excludable proposals as a result of the amendments to <span class=\"match\">14a-8</span>(i)(12)) × 831 (all proposals submitted to be considered at 2018 shareholders' meetings). 524 = (56% maximum upper bound percentage of excludable proposals as a result of the amendments to <span class=\"match\">14a-8</span>(b) + 2% upper bound percentage of excludable proposals as a result of the amendments to <span class=\"match\">14a-8</span>(c) + 5% upper bound percentage of excludable"},{"title":"Self-Regulatory Organizations; Cboe Exchange, Inc.; Cboe BYX Exchange, Inc.; Cboe BZX Exchange, Inc.; Cboe EDGA Exchange, Inc.; Cboe EDGX Exchange, Inc.; Cboe C2 Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment Nos. 1, To Amend the Sixth Amended and Restated Bylaws of Cboe Global Markets, Inc. To Implement Proxy Access","type":"Notice","abstract":null,"document_number":"2021-16796","html_url":"https://www.federalregister.gov/documents/2021/08/06/2021-16796/self-regulatory-organizations-cboe-exchange-inc-cboe-byx-exchange-inc-cboe-bzx-exchange-inc-cboe","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2021-08-06/pdf/2021-16796.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2021-16796.pdf?1628167527","publication_date":"2021-08-06","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"Amendment Nos. 1 are available on the Commission's website at \n http://www.sec.gov/rules/sro.shtml. \n \n \n II. Description of the Proposed Rule Changes, as Modified by Amendment Nos. 1 \n \n The Exchanges state that CGM received a stockholder proposal submitted pursuant to Rule <span class=\"match\">14a-8</span> under the Act which requested that the Board of Directors of CGM (“Board”) take steps to implement a “proxy access” bylaw provision to allow a stockholder, or group of stockholders, who comply with certain requirements, to nominate candidates for service on the Board and have"},{"title":"Regulatory Flexibility Agenda","type":"Proposed Rule","abstract":"The Securities and Exchange Commission is publishing the Chairman's agenda of rulemaking actions pursuant to the Regulatory Flexibility Act (RFA) (Pub. L. 96-354, 94 Stat. 1164) (Sep. 19, 1980). The items listed in the Regulatory Flexibility Agenda for Fall 2020 reflect only the priorities of the Chairman of the U.S. Securities and Exchange Commission, and do not necessarily reflect the view and priorities of any individual Commissioner. Information in the agenda was accurate on October 7, 2020, the date on which the Commission's staff completed compilation of the data. To the extent possible, rulemaking actions by the Commission since that date have been reflected in the agenda. The Commission invites questions and public comment on the agenda and on the individual agenda entries. The Commission is now printing in the Federal Register, along with our preamble, only those agenda entries for which we have indicated that preparation of an RFA analysis is required. The Commission's complete RFA agenda will be available online at www.reginfo.gov.","document_number":"2021-04360","html_url":"https://www.federalregister.gov/documents/2021/03/31/2021-04360/regulatory-flexibility-agenda","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2021-03-31/pdf/2021-04360.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2021-04360.pdf?1617108320","publication_date":"2021-03-31","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"\n Email: zepralkaj@sec.gov \n .\n \n \n RIN: \n 3235-AM19\n \n 489. Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule <span class=\"match\">14A-8</span> \n \n E.O. 13771 Designation: \n Independent agency\n \n \n Legal Authority: \n 15 U.S.C. 78a \n et seq. \n ; 15 U.S.C. 78c(b); 15 U.S.C. 78n; 15 U.S.C. 78w(a)\n \n \n Abstract: \n The Commission adopted amendments regarding the thresholds for shareholder proposals under Rule <span class=\"match\">14a-8</span>.\n \n \n Timetable \n :\n \n \n   \n \n Action \n Date \n FR Cite \n \n \n NPRM \n 12/04/19 \n 84 FR 66458 \n \n \n NPRM Comment Period End \n 02/03/20 \n \n \n"},{"title":"Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8","type":"Proposed Rule","abstract":"We are proposing to amend certain procedural requirements and the provision relating to resubmitted proposals under the shareholder- proposal rule. The proposed amendments to the procedural requirements would replace the current ownership requirements with a tiered approach that would provide three options for demonstrating an ownership stake through a combination of amount of securities owned and length of time held; require certain documentation to be provided when a proposal is submitted on behalf of a shareholder-proponent; require shareholder- proponents to state when they would be able to meet with the company in person or via teleconference to engage with the company with respect to the proposal; and provide that a person may submit no more than one proposal, directly or indirectly, for the same shareholders' meeting. The proposed amendments to the resubmission thresholds would raise the current resubmission thresholds of 3, 6, and 10 percent to 5, 15, and 25 percent, respectively; and add a new provision that would allow companies to exclude proposals under certain circumstances where shareholder support for the matter has declined.","document_number":"2019-24476","html_url":"https://www.federalregister.gov/documents/2019/12/04/2019-24476/procedural-requirements-and-resubmission-thresholds-under-exchange-act-rule-14a-8","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2019-12-04/pdf/2019-24476.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2019-24476.pdf?1575380715","publication_date":"2019-12-04","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"development and corporate strategy.”).\n \n \n b. Discussion Specific to Proposed Amendments to Rule <span class=\"match\">14a-8</span>(b) and Rule <span class=\"match\">14a-8</span>(c) \n \n As discussed in Section IV.C.3.i.a above, the proposed amendments to Rule <span class=\"match\">14a-8</span>(b) and Rule <span class=\"match\">14a-8</span>(c) could decrease the number of proposals that companies must process, and thus could decrease the costs associated with processing shareholder proposals. We estimate that, as a result of the proposed amendments to Rule <span class=\"match\">14a-8</span>(b) and Rule <span class=\"match\">14a-8</span>(c), all Russell 3000 companies together could experience annual cost savings associated with"},{"title":"Sunshine Act Meetings","type":"Notice","abstract":null,"document_number":"2020-18218","html_url":"https://www.federalregister.gov/documents/2020/08/19/2020-18218/sunshine-act-meetings","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2020-08-19/pdf/2020-18218.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2020-18218.pdf?1597677312","publication_date":"2020-08-19","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"modernize and enhance the efficiency of the shareholder-proposal process for the benefit of all shareholders by adopting amendments to certain procedural requirements for the submission of shareholder proposals and the provision relating to resubmitted proposals under Rule <span class=\"match\">14a-8</span>. The amendments being considered seek to modernize the system for the first time in over 35 years and reflect many years of engagement by Commission staff with investors, issuers and other market participants. \n \n \n CONTACT PERSON FOR MORE INFORMATION: \n For further information"},{"title":"Universal Proxy","type":"Rule","abstract":"The Securities and Exchange Commission (\"Commission\") is amending the Federal proxy rules to enhance the ability of shareholders to elect directors though the proxy process in a manner consistent with their ability to vote in person at a shareholder meeting. Specifically, the Commission is requiring the use of a universal proxy card in all non-exempt solicitations involving director election contests, except those involving registered investment companies and business development companies. To facilitate the use of a universal proxy card, the Commission is also amending the Federal proxy rules to establish certain notice, minimum solicitation, filing, formatting and presentation requirements, along with other related rule changes consistent with the adoption of a universal proxy requirement. In addition, the Commission is adopting new disclosure requirements relating to voting standards and further requiring certain voting options for all director elections, whether or not contested.","document_number":"2021-25492","html_url":"https://www.federalregister.gov/documents/2021/12/01/2021-25492/universal-proxy","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2021-12-01/pdf/2021-25492.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2021-25492.pdf?1638279918","publication_date":"2021-12-01","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":" \n 32 \n  \n See \n letter dated Jun. 7, 2021 from Sidley Austin LLP (“Sidley”).\n \n \n \n \n 33 \n  \n See \n letter from Sidley and letters dated Jan. 10, 2017 and Jun. 7, 2021 from Society for Corporate Governance (“Society”) (comparing universal proxy to 17 CFR 240.14a-8 (Rule <span class=\"match\">14a-8</span>) and vacated 17 CFR 240.14a-11 (Rule 14a-11)).\n \n \n \n Some commenters did not support the use of a universal proxy card. Some argued that a mandate would increase the number of proxy contests and thereby expose more registrants to costly distraction or increased influence"},{"title":"Self-Regulatory Organizations; Cboe EDGX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Amend the Sixth Amended and Restated Bylaws of Cboe EDGX Exchange, Inc.'s Parent Corporation, Cboe Global Markets, Inc. To Implement Proxy Access","type":"Notice","abstract":null,"document_number":"2021-09444","html_url":"https://www.federalregister.gov/documents/2021/05/05/2021-09444/self-regulatory-organizations-cboe-edgx-exchange-inc-notice-of-filing-of-a-proposed-rule-change-to","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2021-05-05/pdf/2021-09444.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2021-09444.pdf?1620132329","publication_date":"2021-05-05","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"sections A, B, and C below, of the most significant aspects of such statements. \n A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change \n 1. Purpose \n \n Cboe has received a stockholder proposal submitted pursuant to Rule <span class=\"match\">14a-8</span> under the Act \n 3 \n \n which requested that the CGM Board take steps to implement a “proxy access” bylaw provision. In general, proxy access bylaws allow a stockholder, or group of stockholders, who comply with certain requirements, to nominate candidates for service on a board"},{"title":"Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Amend the Sixth Amended and Restated Bylaws of Cboe Exchange, Inc.'s Parent Corporation, Cboe Global Markets, Inc. To Implement Proxy Access","type":"Notice","abstract":null,"document_number":"2021-09447","html_url":"https://www.federalregister.gov/documents/2021/05/05/2021-09447/self-regulatory-organizations-cboe-exchange-inc-notice-of-filing-of-a-proposed-rule-change-to-amend","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2021-05-05/pdf/2021-09447.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2021-09447.pdf?1620132330","publication_date":"2021-05-05","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"sections A, B, and C below, of the most significant aspects of such statements. \n A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change \n 1. Purpose \n \n Cboe has received a stockholder proposal submitted pursuant to Rule <span class=\"match\">14a-8</span> under the Act \n 3 \n \n which requested that the CGM Board take steps to implement a “proxy access” bylaw provision. In general, proxy access bylaws allow a stockholder, or group of stockholders, who comply with certain requirements, to nominate candidates for service on a board"},{"title":"Self-Regulatory Organizations; Cboe BYX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To Amend the Sixth Amended and Restated Bylaws of Cboe BYX Exchange, Inc.'s Parent Corporation, Cboe Global Markets, Inc. To Implement Proxy Access","type":"Notice","abstract":null,"document_number":"2021-09448","html_url":"https://www.federalregister.gov/documents/2021/05/05/2021-09448/self-regulatory-organizations-cboe-byx-exchange-inc-notice-of-filing-of-a-proposed-rule-change-to","pdf_url":"https://www.govinfo.gov/content/pkg/FR-2021-05-05/pdf/2021-09448.pdf","public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2021-09448.pdf?1620132330","publication_date":"2021-05-05","agencies":[{"raw_name":"SECURITIES AND EXCHANGE COMMISSION","name":"Securities and Exchange Commission","id":466,"url":"https://www.federalregister.gov/agencies/securities-and-exchange-commission","json_url":"https://www.federalregister.gov/api/v1/agencies/466","parent_id":null,"slug":"securities-and-exchange-commission"}],"excerpts":"sections A, B, and C below, of the most significant aspects of such statements. \n A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change \n 1. Purpose \n \n Cboe has received a stockholder proposal submitted pursuant to Rule <span class=\"match\">14a-8</span> under the Act \n 3 \n \n which requested that the CGM Board take steps to implement a “proxy access” bylaw provision. In general, proxy access bylaws allow a stockholder, or group of stockholders, who comply with certain requirements, to nominate candidates for service on a board"}]}