Capital Markets & Securities Law Watch

On February 12, 2025, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) issued Staff Legal Bulletin No. 14M, which provides updated information for public companies and shareholders regarding shareholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and outlines a new approach towards excluding shareholder proposals from a company’s proxy statement. 

In connection with the 2024 proxy season, pension funds associated with the United Brotherhood of Carpenters and Joiners of America (the Carpenter Funds) have submitted a director resignation bylaw proposal (the Proposed Bylaw or Proposal) to at least 30 companies for inclusion in the companies’ 2024 proxy statements and to be voted on at the companies’ 2024 annual meetings of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act).

On March 7, 2024, the Securities and Exchange Commission (SEC or Commission) announced charges against Skechers U.S.A. Inc. (Skechers) for violating Rules 13a-1 and 14a-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), by failing to disclose certain transactions with related persons in reports filed with the SEC for the years 2018 through 2021. 

The SEC’s staff in the Division of Corporate Finance issued a new C&DI on April 6, 2020, clarifying that registrants unable to incorporate Form 10-K Part III information by reference within the allotted 120-day window following the end of the filer’s fiscal year may use the 45-day relief granted by the SEC’s earlier COVID-19 Order (the Order) as long as the 120-day deadline falls within the relief period specified in the Order and the registrant meets the conditions of the Order. 

Much like March Madness fans, stockholders may not be able to score courtside seats to many of this year’s annual meetings. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and governments around the world have been ordering workers to stay home and banning large gatherings of people, even mandating “social distancing” to prevent the spread of the coronavirus. As companies enter the 2020 proxy season and plan their annual meetings, they should prepare for the possibility that their annual meetings may be forced into a virtual setting as stockholders, officers, and directors would not be able, or willing, to travel.