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On November 1, 2017, the Staff of the SEC’s Division of Corporation Finance released Staff Legal Bulletin No. 14I (“SLB 14I”), which provides new guidance on how the Staff will evaluate arguments for omission of a shareholder proposal from their proxy materials under Rule 14a-8(i)(5), Rule 14a-8(i)(7), Rule 14a-8(d), the submission of a proposal by a representative on behalf of a shareholder (commonly known as “proposal by proxy”).

New Staff Guidance on Shareholder Proposals