FACT SHEET

Shareholder 

Proposals under

Rule 14a-8: 

Proposed Rules

U.S. SECURITIES AND EXCHANGE COMMISSION PAGE 1 OF 2

Why This Matters

The shareholder proposal process has become a cornerstone of engagement between 

shareholders and company management. It provides an important mechanism for 

investors to express their views, provide feedback to companies, exercise oversight of 

management, and raise issues for their fellow shareholders’ consideration. The proposed 

amendments to Rule 14a-8 would improve the shareholder proposal process and promote 

consistency by revising three of the substantive bases for excluding a shareholder 

proposal under the rule. 

What’s Required

The proposed amendments would revise the substantial implementation, duplication, and 

resubmission bases for excluding shareholder proposals.

Substantial Implementation. Rule 14a-8(i)(10) currently allows companies to exclude a 

shareholder proposal that “the company has already substantially implemented.” The 

proposed amendments would: 

• Provide that a proposal may be excluded as substantially implemented if “the 

company has already implemented the essential elements of the proposal.” 

The Securities and Exchange Commission proposed amendments to Exchange Act 

Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal 

proxy rules to include shareholder proposals in their proxy statements, subject to certain 

procedural and substantive requirements. The proposed amendments would:

● Revise three of the substantive bases for exclusion of shareholder proposals under the 

rule: the substantial implementation exclusion; the duplication exclusion; and the 

resubmission exclusion;

● Provide greater certainty and transparency to shareholders and companies as they 

evaluate whether these bases for exclusion would apply to particular proposals; and 

● Facilitate communication between shareholders and the companies they own, as well 

as among a company’s shareholders, on important issues.
FACT SHEET | Shareholder Proposals under Rule 14a-8: Proposed Rules

U.S. SECURITIES AND EXCHANGE COMMISSION Page 2 of 2

Duplication. Rule 14a-8(i)(11) currently allows companies to exclude a shareholder 

proposal that “substantially duplicates another proposal previously submitted to the 

company by another proponent that will be included in the company’s proxy materials for 

the same meeting.” The proposed amendments would:

• Specify that a proposal “substantially duplicates” another proposal if it “addresses 

the same subject matter and seeks the same objective by the same means.” 

Resubmission. Rule 14a-8(i)(12) currently allows companies to exclude a shareholder 

proposal that “addresses substantially the same subject matter as a proposal, or 

proposals, previously included in the company’s proxy materials within the preceding five 

calendar years” if the matter was voted on at least once in the last three years and did not 

receive sufficient shareholder support. The proposed amendments would:

• Provide that a proposal constitutes a resubmission if it “substantially duplicates” a 

prior proposal; and

• Specify that, as with the duplication exclusion, a proposal “substantially duplicates” 

another proposal if it “addresses the same subject matter and seeks the same 

objective by the same means.” These changes would align the “resubmission” 

standard under Rule 14a-8(i)(12) with the “duplication” standard under 

Rule 14a-8(i)(11), in consideration of the similar objectives of these exclusions.

Additional Information:

The proposing release will be published on SEC.gov and in the Federal Register. The public comment period 

will remain open for 60 days following publication of the proposing release on the SEC’s website or 30 days 

following publication of the proposing release in the Federal Register, whichever period is longer.