SEC Disclosure and Corporate Governance
ENDNOTES
1
The 15 companies that were granted relief all received proposals from John Chevedden. They are: Alaska Air Group, Baxter
International Inc., Capital One Financial, Cognizant Technology Solutions Corp., Dun & Bradstreet Corp., General Dynamics Corp.,
Huntington Ingalls Industries, Inc., Illinois Tool Works Inc., Northrup Grumman Corp., PPG Industries, Science Applications
International Corp., Target Corp., Time Warner Corp., United Health Group, Inc. and Western Union Corp.
2
The form of proxy access proposal submitted by John Chevedden, expressly required an “unrestricted aggregation limit.” See, e.g.,
Alaska Air Group, No Action Letter (avail. Feb.
12, 2016). The proxy access proposal submitted to General Electric Company by
Kevin Mahar in 2015, for which GE successfully obtained no-action relief under (i)(10), was silent on whether GE’s proxy access
bylaw could include an aggregation limit. See General Electric Company, No Action Letter (avail.
March 3, 2015).
3
The three companies that were not granted relief are: Flowserve Corp., NVR Inc. and SBA Communications. FlowerServe received
a proposal from John Chevedden.
NVR and SBA proposals were follow-on proposals received from the NYC Comptroller seeking
revisions of previously adopted proxy access bylaws. The NVR and SBA proposals requested that the companies’ proxy access bylaw
be revised to (i) eliminate the aggregation limit ( 20 shareholders in the case of NVR; 10 shareholders in the case of SBA), (ii) reduce
the required shareholding for the nominating group from 5% to 3%, (iii) increase the number of days for which a shareholder has the
power to recall loaned shares from three to five business days in order for such shares to be considered “owned” for the purposes of
the ownership threshold, and (iv) in the case of SBA, increase the maximum number of proxy access candidates from 20% to 25% of
the board.
* * *
If you have any questions on these matters, please do not hesitate to speak to your regular contact at Weil, Gotshal &
Manges LLP or to any member of Weil’s Public Company Advisory Group:
Howard B. Dicker
Bio Page
howard.dicker@weil.com
+1 212 310 8858
Catherine T.
Dixon
Bio Page
cathy.dixon@weil.com
+1 202 682 7147
Lyuba Goltser
Bio Page
lyuba.goltser@weil.com
+1 212 310 8048
P.J. Himelfarb
Bio Page
pj.himelfarb@weil.com
+1 214 746 7811
Ellen J. Odoner
Bio Page
ellen.odoner@weil.com
+1 212 310 8438
Adé K.
Heyliger
Bio Page
ade.heyliger@weil.com
+1 202 682 7095
Kaitlin Descovich
Bio Page
kaitlin.descovich@weil.com
+1 212 310 8103
Joanna Jia
Bio Page
joanna.jia@weil.com
+1 212 310 8089
Megan Pendleton
Bio Page
megan.pendleton@weil.com
+1 212 310 8874
Reid Powell
Bio Page
reid.powell@weil.com
+1 212 310 8831
We thank our colleague Kaitlin Descovich for her contribution to this alert.
© 2016 Weil, Gotshal & Manges LLP. All rights reserved. Quotation with attribution is permitted.
This publication provides general information and
should not be used or taken as legal advice for specific situations that depend on the evaluation of precise factual circumstances. The views expressed
in these articles reflect those of the authors and not necessarily the views of Weil, Gotshal & Manges LLP. If you would like to add a colleague to our
mailing list, please click here.
If you need to change or remove your name from our mailing list, send an email to weil.alerts@weil.com.
Weil, Gotshal & Manges LLP
February 16, 2016
2
.