July 14, 2015
Mr. Keith F. Higgins
Director, Division of Corporate Finance Securities and Exchange Division
100 F Street, N.E.
Washington, D.C. 20549
Dear Mr. Higgins,
Thank you for the opportunity to comment on the Division’s review of SEC Rule 14a-8(i)(9). After reviewing a few of the comments posted by the SEC on this review, I conclude the following approach is appropriate to preserve the integrity of the shareholder resolution process.
A “direct conflict” can be found only if both proposals, the company’s and the shareholder’s, are binding and there is a direct conflict between the terms. Such a legal conflict is a clear and coherent interpretation of the rule.
Company proposals announced subsequent to a shareholder proposal should be presumed to be counterproposals, for which the rule is inapplicable.
Sincerely,
John Chevedden