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The SEC has denied no-action relief to exclude the following shareholder proposal submitted to several companies by Jonathan Kalodimos:

Resolved: Shareholders of ITT Corporation ask the board of directors to adopt and issue a general payout policy that gives preference to share repurchases (relative to cash dividends) as a method to return capital to shareholders. If a general payout policy currently exists, we ask that it be amended appropriately.

Unsuccessful arguments to exclude the proposal included:

  • Exclusion under 14a-8(i)(7) because the Proposal relates to the ordinary business operations of the Company.
  • Exclusion under Rule 14a-8(i)(13) because the proposal relates to the specific amount of a dividend.
  • Exclusion under Rule 14a-8(i)(1) because it is on a matter which is not a proper subject for action by shareholders.
  • Exclusion under Rule 14a-8(i)(3) because the proposal contains misleading statements such that inclusion of the proposal would violate Rule 14a-9.

According to Jim Hamilton’s World of Securities Regulation, the SEC has denied no-action relief to six companies.


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