Securities Regulation and Corporate Governance Monitor

SEC Staff Reinstates Traditional Approach to Interpreting the Shareholder Proposal Rule; New Guidance Rescinds SLB 14L

| Posted by Elizabeth A. Ising; Thomas J. Kim; Ronald O. Mueller; Lori Zyskowski Topic(s): Corporate Governance; Environmental/Climate Change; ESG; Proxy Statements and Annual Meetings; Shareholder Proposals

To Our Clients and Friends:

On February 12, 2025, the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) published Staff Legal Bulletin No. 14M (“SLB 14M”), which sets forth Staff guidance on shareholder proposals submitted to publicly traded companies under Exchange Act Rule 14a-8. SLB 14M rescinds Staff Legal Bulletin No. 14L (“SLB 14L”) (which was issued in November 2021) and addresses a number of interpretive issues in a manner that draws heavily from prior statements by the Commission interpreting Rule 14a-8.

SLB 14L was widely viewed as creating an “open season” for shareholder proposals.[1] During the 2022 proxy season following the issuance of SLB 14L, the number of shareholder proposals submitted to companies surged, with those addressing environmental topics up over 50% and proposals addressing social policy issues increasing by 20%. At the same time, the overall success rate for no-action requests plummeted to an all-time low of 38%, a drastic decline from success rates of 71% in 2021 and 70% in 2020. As a result, many institutional shareholders, who typically do not submit Rule 14a-8 proposals but must devote time and resources to review and vote on shareholder proposals submitted by others to companies in which they have invested, have commented that the quality and utility of shareholder proposals have declined.

SLB 14M heralds a return to a more traditional administration of the shareholder proposal rule, particularly as it relates to interpreting the “ordinary business” exception under Rule 14a-8(i)(7), reinvigorates the economic relevance exclusion under Rule 14a-8(i)(5), and reinstates in part interpretive positions discussed in Staff Legal Bulletins issued by the Staff during the tenure of Commission Chair Jay Clayton. SLB 14M states that companies may supplement previously filed no-action requests to exclude shareholder proposals, or submit new no-action requests, based on the standards set forth in SLB 14M, and that the Staff will apply the standards outlined in SLB 14M when responding to pending or subsequently filed no-action requests.

Summary of the New Staff Guidance

As discussed in greater detail below, SLB 14M:

  • Applies a company-specific approach to evaluating whether the subject matter of a proposal is “not otherwise significantly related to the company” under the economic relevance standard under Rule 14a-8(i)(5) and when determining the significance of a policy issue raised by a shareholder proposal for purposes of the ordinary business exclusion under Rule 14a-8(i)(7) (thereby moving away from SLB 14L’s approach of considering only whether a proposal raised significant social policy issues, and reinstating the “nexus” standard under the ordinary business standard);
  • Reinvigorates the economic relevance exclusion under Rule 14a-8(i)(5) by stating that the Staff will base its administration of the rule on the objectives announced by the Commission when it adopted the current rule’s language, thereby opening the possibility to exclude proposals that may relate to a company’s operations but that are not economically or otherwise significant to the company;
  • Reaffirms that the Staff will continue to apply the micromanagement standard of exclusion under Rule 14a-8(i)(7) in line with past Commission statements and prior Staff Legal Bulletins that SLB 14L had rescinded (specifically, the interpretive positions summarized in Staff Legal Bulletin No. 14I (Nov. 1, 2017) (“SLB 14I”), Staff Legal Bulletin No. 14J (Oct. 23, 2018), and Staff Legal Bulletin 14K No. (Oct. 16, 2019) (“SLB 14K”) (collectively, the “Prior SLBs”));
  • Advises that company no-action requests under Rules 14a-8(i)(5) and 14a-8(i)(7) need not include a discussion reflecting the board of directors’ analysis of whether and how the particular policy issue raised in a shareholder proposal is not significant to the company, although a company may submit a board analysis if it believes the analysis will be helpful.
  • Confirms that the Staff will apply its traditional interpretive standards for purposes of assessing no-action requests under Rules 14a-8(i)(10) (the “substantial implementation standard”), 14a-8(i)(11) (the “duplication standard”), and 14a-8(i)(12) (the “resubmission standard”) and not the standards in the rule amendments proposed by the Commission in 2022, which have not been adopted;
  • Eliminates the novel position set forth in SLB 14L under which companies were at times expected to provide a second deficiency letter to specifically identify proof of ownership defects that had already been addressed in an initial deficiency letter;
  • Restates prior Staff guidance on the use of email for submission of proposals, delivery of deficiency notices, and responses (encouraging a bilateral use of email confirmation receipts by companies and shareholder proponents alike); and
  • Advises that the interpretive positions set forth in SLB 14M will apply to pending no-action requests that are decided after SLB 14M’s issuance, and that companies may timely supplement previously filed no-action requests, and submit new no-action requests, based on the positions set forth in SLB 14M.

Key Takeaways from SLB 14M

In light of the guidance set forth in SLB 14M, we urge public companies to keep the following in mind.

  • Companies Should Re-evaluate Proposals Received for Possible Exclusion. Companies should review the Rule 14a-8 shareholder proposals they have received and consider whether any of the interpretive positions reaffirmed in SLB 14M provide a basis for excluding the proposals that should be asserted in a new or supplemental no-action request, particularly under the economic relevance exclusion in Rule 14a-8(i)(5). At the same time, as noted above, we do not believe that companies should feel compelled to supplement pending no-action requests that have already addressed exclusion under Rule 14a-8(i)(7), Rule 14a-8(i)(10), or one of the other provisions addressed in SLB 14M, or to merely to cite SLB 14M or some of the Commission statements it relies on. In this regard, as noted above, SLB 14M confirms that the Staff will apply SLB 14M when reviewing pending no-action requests.
  • Companies Should Consider Re-engaging with Shareholder Proponents. As we have previously noted, the number of shareholder proposals withdrawn has declined in recent years, representing 15% of all proposals submitted in 2024 and 16% in 2023, compared to over 29% in the 2021 proxy season. In light of the standards that will be applied under SLB 14M, shareholder proponents may be more willing to engage and agree on a basis to withdraw their proposals. Companies as well may find a negotiated withdrawal to be a more favorable approach than waiting for a no-action letter response that may not be issued until the time of, or after, their proxy print deadline.
  • Think Strategically under Rule 14a-8(i)(12). Rule 14a-8(i)(12) provides a basis for excluding a proposal if it addresses substantially the same subject matter as a proposal, or proposals, included in the company’s proxy materials within the preceding five calendar years and the most recent vote on the proposal was below a specified threshold. In recent years, companies have been concerned that the Staff would narrowly interpret whether a proposal “addresses substantially the same subject matter” as a prior proposal, due to the proposed amendments in 2022, which set forth a narrower and more restrictive analysis. SLB 14M confirms that the Staff will apply traditional standards in assessing whether proposals address substantially the same subject matter as a prior proposal. Accordingly, companies may determine not to seek to exclude a proposal that is expected to obtain a low vote, so that substantially similar proposals can be excluded in future years.
  • Focus on Legal Arguments Based on Past Commission Statements. Notwithstanding expressions by some that SLB 14M is politically motivated, SLB 14M reiterates that when a company believes that it is entitled to exclude a proposal, the company must make a legal argument that clearly lays out the basis for the exclusion, consistent with the text of the rule itself and language from Commission releases. The Staff has long been policy- and politically-neutral when administering the shareholder proposal rule, and SLB 14M suggests that approach will prevail this year. As now-Acting Chair Mark Uyeda said in 2023, “[s]hareholder meetings were not intended under state corporate laws to be political battlegrounds or debating societies.”[2] Put differently, SLB 14M makes clear that SLB 14L was the outlier.

Detailed Review of SLB 14M

  1. Reinvigorating the Economic Relevance Exclusion in Rule 14a-8(i)(5).

Rule 14a-8(i)(5), the “economic relevance” exception, permits a company to exclude a proposal that “relates to operations which account for less than 5 percent of the company’s total assets at the end of its most recent fiscal year, and for less than 5 percent of its net earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related to the company’s business.” SLB 14M reintroduces an approach to applying the “economic relevance” standard under Rule 14a-8(i)(5) that was described in SLB 14I, which should provide a strong basis to challenge shareholder proposals that raise significant social policy issues that are not economically relevant to a company.

The Commission stated in 1982 that it was adopting the economic tests that now appear in Rule 14-8(i)(5) because previously the Staff would not agree with the exclusion of a proposal “where the proposal has reflected social or ethical issues, rather than economic concerns, raised by the issuer’s business, and the issuer conducts any such business, no matter how small.”[3] However, after the Commission adopted the economic tests, a U.S. District Court interpreted the rule as continuing not to allow exclusion when a proposal reflected social or ethical issues raised by a company’s business, even when those issues related to an economically insignificant part of a company’s operations. The Staff subsequently followed the court’s interpretation and, as a result, Rule 14a-8(i)(5) rarely served as a basis for exclusion of a proposal, notwithstanding the Commission’s stated intention in adopting the 1982 amendment. In 2017, the Staff issued SLB 14I to align the Staff’s interpretation with the intention of the 1982 amendment, but in 2021, SLB 14L repealed SLB 14I.

SLB 14M largely repeats the interpretive position set forth in SLB 14I, realigning Rule 14a-8(i)(5) with the Commission’s statements when it adopted the rule. SLB 14M states that, under this framework, proposals that raise issues of social or ethical significance may be excludable, notwithstanding their importance in the abstract, based on the application and analysis of each of the economic factors of Rule 14a-8(i)(5) in determining the proposal’s relevance to the company’s business. While corporate governance proposals will be “otherwise significant” for most companies, the mere possibility of reputational or economic harm alone will not demonstrate that a proposal is “otherwise significantly related to the company’s business.” In addition, SLB 14M clarifies that whether a proposal is “otherwise significantly related” to a company’s business under Rule 14a-8(i)(5) will be a separate analysis from whether a proposal raises a significant social policy issue that transcends a company’s ordinary business under Rule 14a-8(i)(7), which means that proposals may be excluded under Rule 14a-8(i)(5) even when the ordinary business exclusion is not available.

  1. Changes to the Application of the Ordinary Business Exclusion in Rule 14a-8(i)(7).

As SLB 14M notes, the Commission has repeatedly stated that the ordinary business exclusion in Rule 14a-8(i)(7) is based on the concept that “[c]ertain tasks are so fundamental to management’s ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight . . . . However, proposals relating to such matters but focusing on sufficiently significant social policy issues . . . generally would not be considered to be excludable, because the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote.” SLB 14L disregarded the first part of the standard approved by the Commission in 1976, 1997, and 1998 (i.e., whether a proposal related to a company’s ordinary business), and stated that the Staff would decline to concur with the exclusion of proposals that “raise[] issues with a broad societal impact, such that they transcend the ordinary business,” without regard to whether a proposal was relevant to or implicated management’s ability to run the company on a day-to-day basis. SLB 14L singled out proposals “squarely raising human capital management issues with a broad societal impact” as an example of proposals that would not be excludable under its new interpretation. In doing so, SLB 14L rejected the company-specific approach to assessing ordinary business that had been developed through several decades of precedent and allowed the express language of Rule 14a-8(i)(7) to be supplanted by what had traditionally been a narrow interpretive exception to the ordinary business standard.

SLB 14M reverts to the company-specific approach of applying the ordinary business standard, “rather than focusing solely on whether a proposal raises a policy issue with broad societal impact or whether particular issues or categories of issues are universally ‘significant.’” As such, the Staff has indicated it will focus on the “nexus” between a proposal’s subject matter and the company’s business.[4] As a result, proposals addressing particular social policy issues may be excludable at some companies but not at others. For example, a proposal relating to firearm regulation might not be excludable at a company in the business of manufacturing firearms, but has been found to be excludable when submitted to a retail company that sells firearms.[5] Similarly, a proposal asking a company to report on a particular issue is excludable under the “nexus” standard if a company is facing litigation over the same or similar subject matter such that the proposal would interfere with the company’s litigation strategy, since in that context the proposal implicates the company’s day-to-day management of litigation strategy.[6]

Many companies have already submitted no-action requests for 2025 annual meetings in which they set forth an ordinary business argument under SLB 14L’s framework, addressing specifically why a proposal should not be viewed as transcending a company’s ordinary business. Based on SLB 14M’s transition guidance, as addressed below, we do not believe that companies need to supplement these no-action requests, as those arguments asserting that a proposal does not transcend the company’s ordinary business largely focus on how the proposal implicates ordinary business activities. To the extent those arguments are relevant at all under SLB 14M, they may now carry greater weight with the Staff.

  1. Reaffirming Commission-Based Interpretations for Micromanagement Arguments under Rule 14a-8(i)(7).

A second central policy consideration underlying Rule 14a-8(i)(7) relates to the degree to which the proposal “micromanages” the company “by probing too deeply into matters of a complex nature.”[7] This prong of the Rule 14a-8(i)(7) analysis rests on an evaluation of the manner in which a proposal seeks to address the subject matter raised, rather than the subject matter itself, and therefore can support exclusion of a proposal regardless of whether the proposal focuses on a significant social policy.

SLB 14M reinstates interpretive guidance from the Prior SLBs addressing the micromanagement prong of Rule 14a-8(i)(7). SLB 14L took the position that proposals seeking detail or seeking to promote timeframes or methods do not necessarily constitute micromanagement, and in particular that proposals requesting that companies adopt timeframes or targets to address climate change would not be excludable on the basis of micromanagement if they address targets or timelines, so long as the proposals afford discretion to management as to how to achieve such goals. SLB 14M and the Prior SLBs apply a stricter approach in this context, taking the view that some such proposals effectively require the company to adopt a specific method for implementing a complex policy and are therefore excludable because of micromanagement. Importantly, SLB 14M also confirms that the micromanagement standard can apply to proposals addressing executive compensation or corporate governance topics.

Over the past 18 months, the Staff has already increasingly concurred with exclusion of proposals on the grounds of micromanagement, perhaps recognizing that (as many institutional investors have noted)[8] an increasing number of proposals have sought to intrude into or impose specific approaches for addressing complex operational issues. We expect these recent precedents to remain viable, as they align with past Commission statements that are relied on in SLB 14M and the Prior SLBs. As such, we expect pending no-action requests arguing that proposals are excludable due to micromanagement will in many, if not most, cases not need to be supplemented as a result of SLB 14M.

  1. No Requirement for a “Board Analysis”

The Prior SLBs had encouraged companies seeking to exclude proposals under Rule 14a-8(i)(5) or Rule 14a-8(i)(7) to include a discussion in their no-action requests setting forth an analysis by the company’s board of directors as to whether or not the particular issue raised by a shareholder proposal was significant to the company’s business. Many of these board analyses included in no-action requests took the form of a “gap” analysis, explaining why a proposal was not significant in light of actions the company had already taken. In practice, the board analyses did not contribute significantly to the no-action process; in 2019 (the first year of the board analysis guidance), 25 companies made a board analysis argument and only one succeeded; in 2020, 19 companies made a board analysis argument and only four succeeded; and in 2021, 16 companies made a board analysis argument (representing only 18% of all of the 14a-8(i)(7) and (i)(5) no-action requests submitted that year) of which only five succeeded.

SLB 14M acknowledges that board analyses did not generally have a dispositive effect and states that the Staff will not expect a company’s no-action request to include a discussion that reflects the board’s analysis of the particular policy issue raised by a shareholder and its significance to the company. While a company is permitted to submit such an analysis if it believes the analysis will help the Staff’s review of the no-action request, we do not expect companies to do so.

  1. Reaffirming traditional interpretive standards for purposes of assessing no-action requests under Rules 14a-8(i)(10), 14a-8(i)(11) and 14a-8(i)(12).

In 2022, the Commission proposed amendments to revise the standards applicable pursuant to the substantive bases for exclusion of shareholder proposals provided under Rules 14a-8(i)(10) (the “substantial implementation standard”), 14a-8(i)(11) (the “duplication standard”), and 14a-8(i)(12) (the “resubmission standard”). However, even before these amendments were proposed, the Staff appeared to be applying a non-traditional approach under these rules, a point that now-Acting Chair Uyeda noted in 2023, stating, “[w]hile the amendments have not yet been adopted, some practitioners have noted that . . . Commission staff had already begun to reverse prior no-action positions and narrow the scope of these exclusions.”[9] For example, in the 2022 proxy season, the success rate for excluding proposals under the substantial implementation standard of Rule 14a-8(i)(10) dropped to 13%, compared with 55% in the 2021 proxy season.

In SLB 14M, the Staff confirms that pre-2022 precedents applying these rules remain applicable, noting that the Commission has not adopted the proposed rule amendments and that, accordingly, the Staff will consider no-action requests and supplemental correspondence in accordance with operative Commission rules and prior Staff guidance.

  1. No Second Deficiency Letters under Rule 14a-8(b).

Rule 14a-8(b) provides that a shareholder must prove eligibility to submit a proposal by offering proof that it has satisfied one of the ownership eligibility criteria set forth in Rule 14a-8 (i.e., that the shareholder has “continuously held” a required amount of securities for a required amount of time).[10] If a shareholder fails to provide satisfactory proof of ownership, the company must notify the shareholder within 14 days, and the shareholder must correct the deficiency within 14 days of such notice (if the shareholder does not correct the deficiency, the company may exclude the proposal from its proxy statement). In SLB 14L, the Staff stated that companies should send a second deficiency notice identifying the specific defects in a proof of ownership if those defects had not already been identified in a prior deficiency notice.

Rule 14a-8 does not require a company to send a second deficiency letter, and the Staff’s position in SLB 14L proved problematic for administration of the shareholder proposal process within the timeframes set forth in the rule. Consistent with decades of precedents, SLB 14M affirms that the Staff no longer interprets Rule 14a-8 as requiring a company to send a second deficiency notice to a proponent if the company previously sent an adequate deficiency notice prior to receiving the proponent’s proof of ownership. At the same time, SLB 14M reminds companies that an overly technical reading of proof of ownership letters provided by a shareholder or its broker may not be persuasive.

  1. Frequently Asked Questions on the Transition to SLB 14M.

Recognizing that SLB 14M has been issued during the peak of the shareholder proposal season, SLB 14M addresses a number of questions relevant to evaluating shareholder proposals in the current proxy season. Specifically, SLB 14M states:

  • The Staff will consider the guidance set forth under SLB 14M when evaluating pending no-action requests that were submitted before, but will be decided after, the issuance of SLB 14M. Previously submitted no-action requests do not need to be resubmitted.
  • If, after considering the views expressed in SLB 14M, a company believes that it is entitled to exclude a proposal on a basis that the company has not already addressed in a no-action request, it must submit a no-action request, or supplement any pending no-action request, making a legal argument that clearly lays out the basis for the exclusion.
  • If the deadline prescribed in Rule 14a-8(j) for a company to submit a no-action request has already passed, the company may nevertheless submit a no-action request or supplement an existing no-action request based on the guidance set forth in SLB 14M, and the Staff will consider the publication of SLB 14M to be “good cause” that excuses the Rule 14a-8(j) deadline. SLB 14M states that companies should endeavor to submit any new requests as soon as possible, with consideration for the opportunity for proponents to provide supplemental correspondence in response to the new request.

SLB 14M also acknowledges that the Staff may face a significant number of new or supplemental no-action requests and, therefore, may not be able to respond by a company’s proxy print deadline. Accordingly, SLB 14M encourages companies and proponents to work together to resolve submitted proposals prior to print deadlines.

  1. Other Guidance.

SLB 14M restates guidance from SLB 14K and SLB 14L on the use of email for submission of proposals, delivery of deficiency notices, and responses. The Staff encourages both companies and shareholder proponents to acknowledge receipt of emails when requested, and for companies and proponents to reach out using another method of communication (or emailing another contact, if available) if a requested confirmation of receipt is not provided. Consistent with prior no-action interpretations, SLB 14M confirms that the Staff does not consider screenshots or photos of emails on the sender’s device to be proof of delivery to the recipient. Finally, SLB 14M repeats prior Staff interpretations regarding the use of graphics or images in shareholder proposal submissions.

Continued Divisions within the Commission over Shareholder Proposals.

When SLB 14L was issued, Chair Gary Gensler publicly endorsed the Staff’s new guidance,[11] while Republican Commissioners Hester M. Pierce and Elad L. Roisman released a joint statement expressing a number of concerns, including that SLB 14L created significantly less clarity for companies, would dramatically slow down the Rule 14a-8 no-action request process, and wasted taxpayer dollars on shareholder proposals that “involve issues that are, at best, only tangential to our securities laws.”[12] This time around, Democratic Commissioner Caroline A. Crenshaw issued a statement on SLB 14M,[13] referring to it as “political policy shifting” and lamenting the timing of its issuance. Commissioner Crenshaw also repeats the frequent refrain that shareholder proposals are “merely advisory,” a defense that is undermined by the significance ascribed to them by advocacy groups and by the voting policy of major proxy advisory firms, which penalize boards that are not responsive to “merely advisory” votes, in some cases even if the proposal is supported by less than a majority of the shares voting. Ironically, Commissioner Crenshaw claims that SLB 14M “forsake[s] all consistency” and acknowledges that the Rule 14a-8 no-action process “is fact-intensive, and exactly how a proposal is crafted is often determinative of its exclusion or inclusion”—two points that SLB 14L eschewed. As a result, companies and shareholders—including the relatively few who submit proposals and the many more institutional holders who must devote time and resources evaluating and voting on such proposals—can expect Rule 14a-8 to continue to be a focus of policymakers at the Commission and in Congress.

   [1]   See Gibson, Dunn & Crutcher LLP, Shareholder Proposal Developments During the 2022 Proxy Season (July 11, 2022), https://www.gibsondunn.com/wp-content/uploads/2022/07/shareholder-proposal-developments-during-the-2022-proxy-season.pdf.

   [2]   See Comm’r. Mark T. Uyeda, Remarks at the Society for Corporate Governance 2023 National Conference (June 21, 2023), https://www.sec.gov/newsroom/speeches-statements/uyeda-remarks-society-corporate-governance-conference-062123.

   [3]   Exchange Act Release No. 34-19135 (Oct. 14, 1982).

   [4]   The “nexus” standard was described by the Staff in Staff Legal Bulletin No. 14E (Oct. 27, 2009) (“[i]n those cases in which a proposal’s underlying subject matter transcends the day-to-day business matters of the company and raises policy issues so significant that it would be appropriate for a shareholder vote, the proposal generally will not be excludable under Rule 14a-8(i)(7) as long as a sufficient nexus exists between the nature of the proposal and the company”).

   [5]   See, e.g., Staff Legal Bulletin No. 14H (Oct. 22, 2015), in which the Staff’s view was that such a proposal was excludable under Rule 14a-8(i)(7) because it related to the company’s ordinary business operations and did not focus on a significant policy issue.

   [6]   See Chevron Corp. (Sisters of St. Francis of Philadelphia) (avail. Mar. 30, 2021), in which the company argued that the proposal related to the company’s litigation strategy and the conduct of ongoing litigation to which the company was a party.

   [7]   Exchange Act Release No. 34-40018 (May 21, 1998).

   [8]   See Blackrock’s Investment Stewardship Annual Report 2023 (April 30, 2024) at 2 (stating that Blackrock Investment Stewardship’s votes on shareholder proposals during the 2023 proxy season reflected that it “did not support shareholder proposals that were overly prescriptive or unduly constraining on management, that lacked economic merit, or made asks that the company already fulfills”), at https://www.blackrock.com/corporate/literature/publication/annual-stewardship-report-2023-summary.pdf; T. Rowe Price’s 2023 Stewardship Report, (last visited Feb. 13, 2024) at 159 (“we observed a marked increase in the level of prescriptive requests . . . . Our view on these prescriptive proposals is that they usurp management’s responsibility to make operational decisions and the board’s responsibility to guide and oversee such decisions”), at https://www.troweprice.com/content/dam/trowecorp/Pdfs/esg/stewardship-report.pdf.

   [9]   See Comm’r. Mark T. Uyeda, Remarks at the Society for Corporate Governance 2023 National Conference (June 21, 2023), https://www.sec.gov/newsroom/speeches-statements/uyeda-remarks-society-corporate-governance-conference-062123.

[10]   Rule 14a-8(b) requires proponents to have continuously held at least $2,000, $15,000, or $25,000 in market value of the company’s securities entitled to vote on the proposal for at least three years, two years, or one year, respectively.

[11]   See Chair Gary Gensler, Statement regarding Shareholder Proposals: Staff Legal Bulletin No. 14L (Nov. 3, 2021), https://www.sec.gov/newsroom/speeches-statements/gensler-statement-shareholder-proposals-14l?.

[12]   See Statement on Shareholder Proposals: Staff Legal Bulletin No. 14L (Nov. 3, 2021), https://www.sec.gov/newsroom/speeches-statements/peirce-roisman-statement-shareholder-proposals-staff-legal-bulletin-14l?.

[13]   Statement on Staff Legal Bulletin 14M (Feb. 12, 2025), https://www.sec.gov/newsroom/speeches-statements/crenshaw-statement-staff-legal-bulletin-14m-021225

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This analysis was prepared by Elizabeth A. Ising, Thomas J. Kim, Ronald O. Mueller, Geoffrey Walter, and Lori Zyskowski.

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