As reported in this space on August 30, 2010, the SEC adopted new rules to require companies to include shareholder-nominated director candidates in their proxy materials under certain circumstances. The final rules were published in the Federal Register on September 16, 2010, with the effective date of November 15, 2010. However, by order on October 4, 2010, the SEC issued a stay on their effectiveness until resolution of a legal challenge to the validity of the proxy access rules in the United States Court of Appeals.
The SEC's final rule release published in the Federal Register on September 20, 2011, noted that the Court's mandate concluded the litigation, did not affect the amendment to the shareholder proposal rule (Exchange Act 14a-8, which was not challenged in the litigation), and the stay expired by its terms.
On September 26, 2011, the Schedule 14N submission form types (SC 14N, SC 14N-S, and their amendments) were made available for use on EDGARLink Online. Form 8-K Item 5.08 (Shareholder Director Nominations) was also made available for use on submission form types 8-K, 8-K12B, 8-K12G3 and 8-K15D5. By Final Rule dated November dated November 21 and effective November 29, 2011, the SEC adopted revisions to the EDGAR Filer Manual to reflect the updates to the EDGAR system.
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