Key takeaways:

• For the 2015 proxy season, two important developments will limit the substantive grounds upon which companies may seek to exclude certain shareholder proposals from their proxy materials:
  • On January 16, the SEC’s Division of Corporation Finance issued a statement that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season.
  • In November 2014, the U.S. District Court for the District of Delaware overruled no-action relief granted to Wal-Mart under Rule 14a-8(i)(7), noting that social policy issues, such as the sale of high-capacity firearms, may “transcend the day-to-day business matters.”
• Companies that have received a proxy access shareholder proposal or a proposal which may involve a “significant policy issue” should carefully consider these developments when developing a response strategy.