{"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.","action":"Final rule.","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"}],"body_html_url":"https://www.federalregister.gov/documents/full_text/html/2020/11/04/2020-21580.html","cfr_references":[{"chapter":null,"citation_url":null,"part":240,"title":17}],"citation":"85 FR 70240","comment_url":null,"comments_close_on":null,"correction_of":null,"corrections":[],"dates":"The final rules are effective January 4, 2021, except for amendatory instruction 2.b adding Sec. 240.14a-8(b)(3), which is effective January 4, 2021 through January 1, 2023. See Section III for further information on transitioning to the final rules.","disposition_notes":null,"docket_ids":["Release No. 34-89964","File No. S7-23-19"],"dockets":[],"document_number":"2020-21580","effective_on":"2021-01-04","end_page":70295,"executive_order_notes":null,"executive_order_number":null,"explanation":null,"full_text_xml_url":"https://www.federalregister.gov/documents/full_text/xml/2020/11/04/2020-21580.xml","html_url":"https://www.federalregister.gov/documents/2020/11/04/2020-21580/procedural-requirements-and-resubmission-thresholds-under-exchange-act-rule-14a-8","images":{},"images_metadata":{},"json_url":"https://www.federalregister.gov/api/v1/documents/2020-21580?publication_date=2020-11-04","mods_url":"https://www.govinfo.gov/metadata/granule/FR-2020-11-04/2020-21580/mods.xml","not_received_for_publication":null,"page_length":56,"page_views":{"count":3569,"last_updated":"2026-04-05 00:15:04 -0400"},"pdf_url":"https://www.govinfo.gov/content/pkg/FR-2020-11-04/pdf/2020-21580.pdf","presidential_document_number":null,"proclamation_number":null,"public_inspection_pdf_url":"https://public-inspection.federalregister.gov/2020-21580.pdf?1604411116","publication_date":"2020-11-04","raw_text_url":"https://www.federalregister.gov/documents/full_text/text/2020/11/04/2020-21580.txt","regulation_id_number_info":{"3235-AM49":{"issue":"202004","html_url":"https://www.federalregister.gov/regulations/3235-AM49/procedural-requirements-and-resubmission-thresholds-under-exchange-act-rule-14a-8-","title":"Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8 ","xml_url":"http://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202004&RIN=3235-AM49&operation=OPERATION_EXPORT_XML","priority_category":"Substantive, Nonsignificant"}},"regulation_id_numbers":["3235-AM49"],"regulations_dot_gov_info":{"comments_count":0,"agency_id":"SEC","document_id":"SEC-2020-1753-0001","checked_regulationsdotgov_at":"2020-11-06T04:30:08Z"},"regulations_dot_gov_url":null,"significant":false,"signing_date":null,"start_page":70240,"subtype":null,"title":"Procedural Requirements and Resubmission Thresholds Under Exchange Act Rule 14a-8","toc_doc":"Procedural Requirements and Resubmission Thresholds under Exchange Act","toc_subject":null,"topics":["Brokers","Confidential business information","Fraud","Reporting and recordkeeping requirements","Securities"],"type":"Rule","volume":85}