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To: Angel D who wrote (45371)4/12/1998 10:37:00 PM
From: Ditchdigger  Read Replies (2) | Respond to of 55532
 
FOR IMMEDIATE RELEASE 97-75



RULE PROPOSALS ON THE RULES GOVERNING THE PLACEMENT OF
SHAREHOLDER PROPOSALS IN COMPANIES' PROXY MATERIALS


Washington, D.C., September 18, 1997 -- The Commission
is considering rule proposals to amend Rule 14a-8, the
shareholder proposal rule
, and related rules. The proposals
represent a package of reforms to address a range of
concerns raised by both shareholder and corporate
participants in the proposal process. If adopted, we expect
the proposed rules will make it easier for shareholders to
include a broader range of proposals in companies' proxy
materials. We also expect they will provide companies with
clearer ground rules and more flexibility to exclude
proposals that failed to attract significant shareholder
support in prior years.

There would be six principal proposals:

* rewrite the shareholder proposal rule so that it is
more understandable to individual shareholders. As
proposed, the rule would be in a Question & Answer format.

* reverse the Cracker Barrel position on employment-
related shareholder proposals that raise significant social
policy matters. Those types of proposals would no longer be
automatically excludable from companies' proxy materials
under the "ordinary business" exclusion;

* introduce a new way for a shareholder able put a
proposal on a company's proxy materials. A shareholder able
to muster 3% of the company's share ownership could override
the "ordinary business" and "relevance" exclusions;


* modify the "relevance" exclusion to include a more
objective test for excluding proposals that are economically
insignificant to a company's business;

* make it more difficult for shareholders to repeat
proposals that failed to receive certain levels of support
from fellow shareholders in previous years. This would
involve raising the resubmission thresholds in the rule ;
and

* establish a clearer, more predictable, framework for
management's ability to exercise discretionary voting
authority when a shareholder notifies the company that it
intends to present a proposal without invoking Rule 14a-8's
mechanisms.

Finally, the Commission is considering the issuance of
a report on shareholder proposals as required by Section
510(b) of the National Securities Markets Improvement Act.

sec.gov