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Textron and Wells Fargo have filed for SEC no action letters asking the SEC staff to take a no-action position  to permit omission of shareholder proposals requesting the companies to place a future proposal in proxy statements where a company would be required to include shareholder nominees in the company’s proxy statement.


Textron argues the following grounds for exclusion:

  • It is not one shareholder proposal, but multiple proposals.
  • The proposal is impermissibly vague so as to be inherently misleading.
  • The proposal is beyond the Company’s power to implement.
  • The proposal deals with matters related to the Company’s ordinary business.

Wells Fargo

Wells Fargo seeks to omit a portion of the proposal because the proposal references an external web site where more information can be found.  However, no information related to the proposal appears at the web site.  Therefore Wells Fargo argues the proposal is false and misleading and the portion referencing the web site should be deleted (but not the rest of the proposal).  The SEC decision here will therefore be of little predictive value to companies seeking to exclude proxy access proposals on the merits.


The Textron arguments are long and technical.  Other issuers who have received similar proposals have not sought exclusion.  That could be for several reasons.  Perhaps they have concluded the Textron arguments are not persuasive.  Or perhaps they have concluded that there may be more investor relations damage to seek omission than what it is worth.  Or they are waiting for someone like Textron to be the brave company to go fist, and if Textron is successful, others are sure to follow.

Check frequently for updates on the Dodd-Frank Act and other important securities law matters.

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