Last year’s Rule 14a-8 amendments may or may not be here to stay. The Senate “fast-track” deadline under the Congressional Review Act — which could have undone the amendments — expired at the end of May, according to Daniel Pérez of the GW Regulatory Studies Center. Now though, Rule 14a-8 is among the items listed in the SEC’s new Reg Flex Agenda, which was posted Friday as part of a federal agency-wide reveal of the new administration’s plans for rulemaking.
The Rule 14a-8 amendments are listed in the Reg Flex Agenda’s section for “proposed rulemaking” – targeting April 2022 for a proposal. Among other items included in the agenda’s proposed rulemaking stage, with some targeted to potentially come along quickly, are:
– Rule 10b5-1 – October 2021
– Climate change disclosure (climate-related risks & opportunities) – October 2021
– Human Capital Management disclosure – October 2021
– Enhanced cybersecurity risk governance disclosure – October 2021
– SPACs – April 2022
– Proxy Voting Advice – April 2022
And, among items included in the pre-rule stage are the exempt offerings framework and gamification (out of the Division of Trading & Markets).
The SEC’s regulatory agenda is non-binding and doesn’t really mean a lot other than it identifies the SEC Chair’s priorities. Stay tuned, as these agendas tend to change over time.
As for Rule 14a-8, the rule amendments adopted last fall remain intact and are currently effective. However, the Commission adopted a transition period that says the final amendments first apply to any proposal submitted for meetings held on or after January 1, 2022. We’ll be following any Commission action or agency statements about the rulemaking closely and will be sure to blog about it.
To get up to speed on the Rule 14a-8 amendments before a shareholder proposal lands on your desk, check out our “Shareholder Proposals Handbook”- it’s been updated and incorporates the 14a-8 amendments, members can access it at no charge right here on TheCorporateCounsel.net.
-Lynn Jokela, TheCorporateCounsel.net June 14, 2021