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Non-Tech : Whole Foods Market (WFM)
WFM 41.990.0%Aug 29 4:00 PM EDT

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From: Sr K1/16/2015 10:36:49 PM
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SEC Backtracks, Won’t Green Light Exclusion of Nonbinding Proposal

Decision Could Make Nominating Directors Easier for Investors

By
ANDREW ACKERMAN And

JOANN S. LUBLIN

Updated Jan. 16, 2015 8:43 p.m. ET

WASHINGTON—U.S. securities regulators declared a temporary cease-fire in a continuing battle over whether companies can exclude shareholder ballots that conflict with management’s own proposals.

The Securities and Exchange Commission on Friday disclosed it was reversing a controversial December decision in which agency staff agreed Whole Foods Market Inc. could exclude a nonbinding shareholder proposal that would make it easier for investors to nominate directors at the high-end grocer. Whole Foods said it should be allowed to exclude the proposal because it was offering a similar corporate governance change.

The SEC said going forward it would take “no view” on whether companies could leave such proposals out of their proxy materials. Instead, it plans to review a rule that has allowed firms to exclude measures if management plans to offer similar changes to its governing documents. The reversal will affect all companies, not just Whole Foods.

The SEC’s December decision allowing Whole Foods to ignore the shareholder proposal prompted more than 20 companies to seek permission to exclude similar corporate governance proposals.

In a statement, SEC Chairman Mary Jo White said she directed staff to review the issue “due to questions that have arisen about the proper scope and application of” the rule.

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wsj.com
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