2019-2020 No-Action Responses Issued Under Rule 14a-8

This page contains final materials relating to no-action requests processed by the Division of Corporation Finance beginning on or after November 21, 2019 during the 2019-2020 shareholder proposal season. Any correspondence regarding a request for reconsideration is presented below the citation to the original no-action materials.

2019-2020 Shareholder Proposal No-Action Responses Chart

• Alphabetical Listing
• Chronological Listing

See also final materials of requests from prior seasons.

Alphabetical Listing

A

• Abbott Laboratories, February 12, 2020
• Abbott Laboratories, February 5, 2020
  • Abbott Laboratories, February 27, 2020
• Abbott Laboratories, January 29, 2020
• AbbVie Inc., January 29, 2020
• Addus HomeCare Corporation, March 27, 2020
• The Allstate Corporation, January 9, 2020
• Alphabet Inc., April 9, 2020
  • Alphabet Inc., April 15, 2020
• Alphabet Inc., March 6, 2020
• Amazon.com, Inc., April 1, 2020
• Amazon.com, Inc., April 1, 2020
• Amazon.com, Inc., April 1, 2020
• Amazon.com, Inc., April 1, 2020
  • Amazon.com, Inc., April 9, 2020
• Amazon.com, Inc., March 27, 2020
• Amazon.com, Inc., March 27, 2020
• Amazon.com, Inc., March 27, 2020
• Amazon.com, Inc., March 20, 2020
• Amazon.com, Inc., March 13, 2020
• Ameren Corporation, March 6, 2020
• American Axle & Manufacturing Holdings, Inc., February 25, 2020
• Amgen Inc., February 12, 2020
• AMN Healthcare Services, Inc., March 6, 2020
• Apple Inc., December 20, 2019
  • Apple, Inc., January 17, 2020
• Apple Inc., December 6, 2019
• Apple Inc., December 6, 2019
• Applied Materials, Inc., December 20, 2019
• AT&T Inc., January 31, 2020
• AT&T Inc., January 31, 2020
  • AT&T Inc., February 25, 2020
• AT&T Inc., January 9, 2020
• AT&T Inc., December 9, 2019
• Atrion Corporation, February 14, 2020
• AutoNation, Inc., January 24, 2020

B

• Bank of America Corporation, February 12, 2020
• Bank of America Corporation, February 5, 2020
• Bank of America Corporation, January 24, 2020
• The Bank of New York Mellon Corporation, January 24, 2020
• The Bank of New York Mellon Corporation, January 24, 2020
• Best Buy Co., Inc., March 27, 2020
• BlackRock, Inc., February 25, 2020
• The Boeing Company, January 9, 2020
• Booz Allen Hamilton Holding Corporation, April 14, 2020
• Bristol-Myers Squibb Company, February 12, 2020
• Broadway Financial Corporation, May 12, 2020

C

• Cadence Design Systems, Inc., January 24, 2020
• Camden National Corporation, March 27, 2020
• Cardinal Health, Inc., August 14, 2020
• Cass Information Systems, Inc. (no response), April 20, 2020
• CBRE Group, Inc., February 14, 2020
• CDW Corporation, February 25, 2020
• Cheniere Energy, Inc., March 20, 2020
• Chesapeake Utilities Corporation, February 25, 2020
• Chevron Corporation, March 20, 2020
• Chevron Corporation, March 6, 2020
• Chevron Corporation, March 6, 2020
• Chevron Corporation, March 6, 2020
• Chimera Investment Corporation, March 27, 2020
• Chipotle Mexican Grill, Inc., February 7, 2020
• Cisco Systems, Inc.,, August 27, 2020
• Citigroup Inc., February 25, 2020
• Citigroup, Inc., February 5, 2020
• Citigroup Inc., January 9, 2020
• The Clorox Company, August 14, 2020
• Comcast Corporation, April 9, 2020
• Comcast Corporation, April 1, 2020
• Comcast Corporation, March 20, 2020
• Community Trust Bancorp, Inc., February 12, 2020
• ConocoPhillips, February 25, 2020
• CoreCivic, Inc., January 24, 2020
• Cowen Inc., April 14, 2020
• CSX Corporation, February 28, 2020
• CVS Health Corporation, March 6, 2020

D

• Designer Brands Inc., February 12, 2020
• Devon Energy Corporation, April 1, 2020
• Discover Financial Services, March 20, 2020
• Dollar Tree, Inc., March 6, 2020
• Dollar General Corporation, March 6, 2020
• Dollar General Corporation, January 31, 2020
• Dominion Energy, Inc., March 6, 2020
• Dominion Energy, Inc., February 14, 2020
• Dow Inc., February 12, 2020

E

• eBay Inc., April 1, 2020
• Eli Lilly and Company, January 31, 2020
• Euronet Worldwide, Inc., February 14, 2020
• Extreme Networks, Inc., September 18, 2020
• Exxon Mobil Corporation, March 20, 2020
• Exxon Mobil Corporation, March 20, 2020
• Exxon Mobil Corporation, March 13, 2020
• Exxon Mobil Corporation, March 6, 2020
• Exxon Mobil Corporation, March 6, 2020
• Exxon Mobil Corporation, March 6, 2020
• Exxon Mobil Corporation, March 6, 2020
• Exxon Mobil Corporation, February 28, 2020
• Exxon Mobil Corporation, February 12, 2020

F

• Facebook, Inc., January 31, 2020
• FedEx Corporation, June 19, 2020
• Fitbit, Inc., March 20, 2020
• Ferro Corporation, January 9, 2020
• First Horizon National Corporation, January 31, 2020
• Fortive Corporation, February 12, 2020

G

• General Dynamics Corporation, January 16, 2020
• General Electric Company, February 14, 2020
  • General Electric Company, February 28, 2020
• General Electric Co, February 5, 2020
• General Motors Company, March 27, 2020
• General Motors Company, March 27, 2020
• Genuine Parts Company, December 20, 2019
• The GEO Group, Inc., March 27, 2020
• The Goldman Sachs Group, Inc., February 25, 2020

H

• HealthStream, Inc., March 27, 2020
• Hertz Global Holdings, Inc., February 28, 2020
• Hess Corporation, April 9, 2020
• Hewlett Packard Enterprise Company, January 29, 2020
• Highlands REIT, Inc., February 7, 2020
• HollyFrontier Corporation, February 7, 2020
• The Home Depot, Inc., March 20, 2020
• The Home Depot, Inc., January 29, 2020
• Honeywell International Inc., January 29, 2020
• HP Inc., December 20, 2019
• Huntsman Corporation, January 16, 2020

I

• Intel Corporation, March 6, 2020
• International Business Machines Corporation, December 20, 2019
  • International Business Machines Corporation, January 17, 2020
• IntriCon Corporation, March 27, 2020
• InvenTrust Properties Corp., February 7, 2020
• International Business Machines Corporation, December 13, 2019
• iRobot Corporation, March 13, 2020

J

• J.B. Hunt Transport Services, Inc., February 7, 2020
• Johnson & Johnson, February 12, 2020
• Johnson & Johnson, February 12, 2020
• Johnson & Johnson, January 31, 2020
• Johnson & Johnson, January 29, 2020
• Jounce Therapeutics, Inc., February 25, 2020
• JPMorgan Chase & Co., March 13, 2020
• JPMorgan Chase & Co., March 13, 2020
• JPMorgan Chase & Co., March 6, 2020
• JPMorgan Chase & Co., March 6, 2020
• JPMorgan Chase & Co., March 6, 2020
• JPMorgan Chase & Co., February 28, 2020
• JPMorgan Chase & Co., February 28, 2020
• JPMorgan Chase & Co., February 5, 2020
• JPMorgan Chase & Co., January 31, 2020
• JPMorgan Chase & Co., January 31, 2020
• JPMorgan Chase & Co., January 29, 2020
• Juniper Networks, Inc., February 25, 2020

K

• Kaman Corporation, January 16, 2020
• Kohl's Corporation, January 16, 2020

L

• L Brands, Inc., February 25, 2020
• Lear Corporation, March 6, 2020
• Lennar Corporation, December 20, 2019
• Liberty Broadband Corporation, March 13, 2020
• Linde plc, April 9, 2020

M

• The Manitowoc Company, Inc., December 20, 2019
• Marriott International, Inc., March 27, 2020
• Marriott International, Inc., March 13, 2020
• McDonald’s Corporation, March 20, 2020
• McDonald’s Corporation, February 12, 2020
• McKesson Corporation, May 26, 2020
• MetLife, Inc., April 9, 2020
• MGM Resorts International, January 16, 2020
• Moody’s Corporation, January 24, 2020

N

• Navient Corporation, February 25, 2020
• NCR Corporation, February 5, 2020
• Newell Brands Inc., February 25, 2020
• Newmont Goldcorp Corporation, January 9, 2020
• NextDecade Corporation, August 27, 2020
• NextEra Energy, Inc., February 28, 2020
• NIKE, Inc, June 19, 2020
• NIKE, Inc, June 19, 2020
• Norfolk Southern Corporation, February 12, 2020
• Northrop Grumman Corporation, March 13, 2020
• Northrop Grumman Corporation, March 13, 2020
• NorthWestern Corporation, January 9, 2020

O

• O’Reilly Automotive, Inc., February 14, 2020
• Ormat Technologies, Inc., March 20, 2020
• Oshkosh Corporation, November 21, 2019

P

• PACCAR Inc, January 31, 2020
• PayPal Holdings, Inc., January 31, 2020
• PetMed Express, Inc., April 14, 2020
• Pfizer Inc., February 5, 2020
• Pfizer, Inc., January 31, 2020
• Pfizer Inc., January 29, 2020
• Pfizer Inc., January 16, 2020
• PG&E Corporation, May 26, 2020
• Philip Morris International Inc., December 13, 2019
• PNM Resources, Inc., March 6, 2020
• PPG Industries, Inc., January 16, 2020
• PPG Industries, Inc., January 16, 2020
• The Progressive Corporation, March 20, 2020
• Prudential Financial, Inc., February 28, 2020

Q

• QEP Resources, Inc., January 9, 2020
• QUALCOMM Incorporated, November 21, 2019
• Quest Diagnostics Incorporated, January 24, 2020

R

• Republic Services, Inc., February 14, 2020
• Resideo Technologies, Inc., March 27, 2020
• ResMed Inc., August 27, 2020
• RH, April 9, 2020
• Rite Aid Corporation, April 14, 2020

S

• salesforce.com, inc., April 9, 2020
  • salesforce.com, inc., April 15, 2020
• SeaWorld Entertainment, Inc., February 7, 2020
• Sempra Energy, March 6, 2020
• ServiceNow, Inc., April 9, 2020
• Smith & Wesson Brands, Inc., August 14, 2020
• The Southern Company, March 13, 2020
• The Southern Company, March 6, 2020
• Southwestern Energy Company, January 24, 2020
• S&P Global Inc., February 25, 2020
• Sprint Corporation, December 13, 2019
• State Street Corporation, March 6, 2020
• Sturm, Ruger & Company, Inc., February 28, 2020

T

• Teladoc Health, Inc., March 20, 2020
• TimkenSteel Corporation, December 20, 2019
• The TJX Companies, Inc., April 9, 2020
• The TJX Companies, Inc., April 9, 2020
• The TJX Companies, Inc., April 9, 2020
• The TJX Companies, Inc., March 20, 2020
• T. Rowe Price Group, Inc., March 13, 2020
• T. Rowe Price Group, Inc., February 14, 2020
• Tribune Publishing Company, February 14, 2020

U

• Upwork Inc., April 1, 2020

V

• Verizon Communications Inc., December 20, 2019

W

• Walmart Inc., April 1, 2020
• Walmart Inc., March 27, 2020
• Walmart Inc., March 6, 2020
• The Walt Disney Company, December 6, 2019
• The Walt Disney Company, December 6, 2019
• The Walt Disney Company, December 6, 2019
• Wells Fargo & Company, February 12, 2020
• Wells Fargo & Company, February 12, 2020
• Wells Fargo & Company, February 5, 2020
• Wells Fargo & Company, January 29, 2020
• Wheeler Real Estate Investment Trust, Inc., December 3, 2019
• Wynn Resorts, Limited, December 13, 2019

XYZ

• Xerox Holdings Corporation, March 6, 2020
• Xerox Holdings Corporation, February 12, 2020
• Yum! Brands, Inc., March 20, 2020
• Yum! Brands, Inc., March 6, 2020

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Chronological Listing

September 2020

• Extreme Networks, Inc., September 18, 2020

August 2020

• NextDecade Corporation, August 27, 2020
• Cisco Systems, Inc.,, August 27, 2020
• ResMed Inc., August 27, 2020
• Cardinal Health, Inc., August 14, 2020
• Smith & Wesson Brands, Inc., August 14, 2020
• The Clorox Company, August 14, 2020

June 2020

• FedEx Corporation, June 19, 2020
• NIKE, Inc, June 19, 2020
• NIKE, Inc, June 19, 2020

May 2020

• McKesson Corporation, May 26, 2020
• PG&E Corporation, May 26, 2020
• Broadway Financial Corporation, May 12, 2020

April 2020

• Cass Information Systems, Inc. (no response), April 20, 2020
• Booz Allen Hamilton Holding Corporation, April 14, 2020
• Cowen Inc., April 14, 2020
• PetMed Express, Inc., April 14, 2020
• Rite Aid Corporation, April 14, 2020
• Alphabet Inc., April 9, 2020
  • Alphabet Inc., April 15, 2020
• ServiceNow, Inc., April 9, 2020
• The TJX Companies, Inc., April 9, 2020
• The TJX Companies, Inc., April 9, 2020
• The TJX Companies, Inc., April 9, 2020
• salesforce.com, inc., April 9, 2020
  • salesforce.com, inc., April 15, 2020
• RH, April 9, 2020
• MetLife, Inc., April 9, 2020
• Linde plc, April 9, 2020
• Hess Corporation, April 9, 2020
• Comcast Corporation, April 9, 2020
• Amazon.com, Inc., April 1, 2020
• Amazon.com, Inc., April 1, 2020
• Amazon.com, Inc., April 1, 2020
• Amazon.com, Inc., April 1, 2020
  • Amazon.com, Inc., April 9, 2020
• Comcast Corporation, April 1, 2020
• Devon Energy Corporation, April 1, 2020
• eBay Inc., April 1, 2020
• Upwork Inc., April 1, 2020
• Walmart Inc., April 1, 2020

March 2020

• Walmart Inc., March 27, 2020
• The GEO Group, Inc., March 27, 2020
• Resideo Technologies, Inc., March 27, 2020
• Marriott International, Inc., March 27, 2020
• IntriCon Corporation, March 27, 2020
• HealthStream, Inc., March 27, 2020
• General Motors Company, March 27, 2020
• General Motors Company, March 27, 2020
• Chimera Investment Corporation, March 27, 2020
• Camden National Corporation, March 27, 2020
• Best Buy Co., Inc., March 27, 2020
• Amazon.com, Inc., March 27, 2020
• Amazon.com, Inc., March 27, 2020
• Amazon.com, Inc., March 27, 2020
• Addus HomeCare Corporation, March 27, 2020
• Amazon.com, Inc., March 20, 2020
• Chevron Corporation, March 20, 2020
• Exxon Mobil Corporation, March 20, 2020
• Exxon Mobil Corporation, March 20, 2020
• McDonald’s Corporation, March 20, 2020
• Yum! Brands, Inc., March 20, 2020
• Cheniere Energy, Inc., March 20, 2020
• Comcast Corporation, March 20, 2020
• Discover Financial Services, March 20, 2020
• Fitbit, Inc., March 20, 2020
• Ormat Technologies, Inc., March 20, 2020
• Teladoc Health, Inc., March 20, 2020
• The Home Depot, Inc., March 20, 2020
• The Progressive Corporation, March 20, 2020
• The TJX Companies, Inc., March 20, 2020
• Liberty Broadband Corporation, March 13, 2020
• The Southern Company, March 13, 2020
• Amazon.com, Inc., March 13, 2020
• Exxon Mobil Corporation, March 13, 2020
• iRobot Corporation, March 13, 2020
• JPMorgan Chase & Co., March 13, 2020
• JPMorgan Chase & Co., March 13, 2020
• Marriott International, Inc., March 13, 2020
• Northrop Grumman Corporation, March 13, 2020
• Northrop Grumman Corporation, March 13, 2020
• T. Rowe Price Group, Inc., March 13, 2020
• Dominion Energy, Inc., March 6, 2020
• Exxon Mobil Corporation, March 6, 2020
• Exxon Mobil Corporation, March 6, 2020
• Intel Corporation, March 6, 2020
• Lear Corporation, March 6, 2020
• PNM Resources, Inc., March 6, 2020
• Sempra Energy, March 6, 2020
• Alphabet Inc., March 6, 2020
• Ameren Corporation, March 6, 2020
• AMN Healthcare Services, Inc., March 6, 2020
• Chevron Corporation, March 6, 2020
• Chevron Corporation, March 6, 2020
• Chevron Corporation, March 6, 2020
• CVS Health Corporation, March 6, 2020
• Dollar General Corporation, March 6, 2020
• Dollar Tree, Inc., March 6, 2020
• Exxon Mobil Corporation, March 6, 2020
• Exxon Mobil Corporation, March 6, 2020
• JPMorgan Chase & Co., March 6, 2020
• JPMorgan Chase & Co., March 6, 2020
• JPMorgan Chase & Co., March 6, 2020
• State Street Corporation, March 6, 2020
• The Southern Company, March 6, 2020
• Walmart Inc., March 6, 2020
• Xerox Holdings Corporation, March 6, 2020
• Yum! Brands, Inc., March 6, 2020

February 2020

• Prudential Financial, Inc., February 28, 2020
• Exxon Mobil Corporation, February 28, 2020
• JPMorgan Chase & Co., February 28, 2020
• Sturm, Ruger & Company, Inc., February 28, 2020
• CSX Corporation, February 28, 2020
• Hertz Global Holdings, Inc., February 28, 2020
• JPMorgan Chase & Co., February 28, 2020
• NextEra Energy, Inc., February 28, 2020
• American Axle & Manufacturing Holdings, Inc., February 25, 2020
• Chesapeake Utilities Corporation, February 25, 2020
• Jounce Therapeutics, Inc., February 25, 2020
• BlackRock, Inc., February 25, 2020
• CDW Corporation, February 25, 2020
• Citigroup Inc., February 25, 2020
• ConocoPhillips, February 25, 2020
• Juniper Networks, Inc., February 25, 2020
• L Brands, Inc., February 25, 2020
• Navient Corporation, February 25, 2020
• Newell Brands Inc., February 25, 2020
• S&P Global Inc., February 25, 2020
• The Goldman Sachs Group, Inc., February 25, 2020
• Atrion Corporation, February 14, 2020
• CBRE Group, Inc., February 14, 2020
• Dominion Energy, Inc., February 14, 2020
• Euronet Worldwide, Inc., February 14, 2020
• General Electric Company, February 14, 2020
  • General Electric Company, February 28, 2020
• O’Reilly Automotive, Inc., February 14, 2020
• Republic Services, Inc., February 14, 2020
• T. Rowe Price Group, Inc., February 14, 2020
• Tribune Publishing Company, February 14, 2020
• Community Trust Bancorp, Inc., February 12, 2020
• Abbott Laboratories, February 12, 2020
• Amgen Inc., February 12, 2020
• Bank of America Corporation, February 12, 2020
• Bristol-Myers Squibb Company, February 12, 2020
• Designer Brands Inc., February 12, 2020
• Dow Inc., February 12, 2020
• Exxon Mobil Corporation, February 12, 2020
• Fortive Corporation, February 12, 2020
• Johnson & Johnson, February 12, 2020
• Johnson & Johnson, February 12, 2020
• McDonald’s Corporation, February 12, 2020
• Norfolk Southern Corporation, February 12, 2020
• Wells Fargo & Company, February 12, 2020
• Wells Fargo & Company, February 12, 2020
• Xerox Holdings Corporation, February 12, 2020
• Chipotle Mexican Grill, Inc., February 7, 2020
• Highlands REIT, Inc., February 7, 2020
• HollyFrontier Corporation, February 7, 2020
• J.B. Hunt Transport Services, Inc., February 7, 2020
• SeaWorld Entertainment, Inc., February 7, 2020
• InvenTrust Properties Corp., February 7, 2020
• Citigroup, Inc., February 5, 2020
• General Electric Co, February 5, 2020
• NCR Corporation, February 5, 2020
• Wells Fargo & Company, February 5, 2020
• Pfizer Inc., February 5, 2020
• Bank of America Corporation, February 5, 2020
• Abbott Laboratories, February 5, 2020
  • Abbott Laboratories, February 27, 2020
• JPMorgan Chase & Co., February 5, 2020

January 2020

• JPMorgan Chase & Co., January 31, 2020
• JPMorgan Chase & Co., January 31, 2020
• Pfizer, Inc., January 31, 2020
• PayPal Holdings, Inc., January 31, 2020
• PACCAR Inc, January 31, 2020
• Johnson & Johnson, January 31, 2020
• First Horizon National Corporation, January 31, 2020
• Facebook, Inc., January 31, 2020
• Eli Lilly and Company, January 31, 2020
• AT&T Inc., January 31, 2020
• AT&T Inc., January 31, 2020
  • AT&T Inc., February 25, 2020
• Dollar General Corporation, January 31, 2020
• Abbott Laboratories, January 29, 2020
• AbbVie Inc., January 29, 2020
• Hewlett Packard Enterprise Company, January 29, 2020
• Honeywell International Inc., January 29, 2020
• Johnson & Johnson, January 29, 2020
• JPMorgan Chase & Co., January 29, 2020
• Pfizer Inc., January 29, 2020
• The Home Depot, Inc., January 29, 2020
• Wells Fargo & Company, January 29, 2020
• AutoNation, Inc., January 24, 2020
• Bank of America Corporation, January 24, 2020
• The Bank of New York Mellon Corporation, January 24, 2020
• The Bank of New York Mellon Corporation, January 24, 2020
• Cadence Design Systems, Inc., January 24, 2020
• CoreCivic, Inc., January 24, 2020
• Moody’s Corporation, January 24, 2020
• Quest Diagnostics Incorporated, January 24, 2020
• Southwestern Energy Company, January 24, 2020
• General Dynamics Corporation, January 16, 2020
• Huntsman Corporation, January 16, 2020
• Kaman Corporation, January 16, 2020
• Kohl's Corporation, January 16, 2020
• MGM Resorts International, January 16, 2020
• Pfizer Inc., January 16, 2029
• PPG Industries, Inc., January 16, 2020
• PPG Industries, Inc., January 16, 2020
• The Allstate Corporation, January 9, 2020
• AT&T Inc., January 9, 2020
• The Boeing Company, January 9, 2020
• Citigroup Inc., January 9, 2020
• Ferro Corporation, January 9, 2020
• NorthWestern Corporation, January 9, 2020
• Newmont Goldcorp Corporation, January 9, 2020
• QEP Resources, Inc., January 9, 2020

December 2019

• International Business Machines Corporation, December 20, 2019
  • International Business Machines Corporation, January 17, 2020
• The Manitowoc Company, Inc., December 20, 2019
• Apple Inc., December 20, 2019
  • Apple, Inc., January 17, 2020
• Verizon Communications Inc., December 20, 2019
• Applied Materials, Inc., December 20, 2019
• Genuine Parts Company, December 20, 2019
• HP Inc., December 20, 2019
• Lennar Corporation, December 20, 2019
• TimkenSteel Corporation, December 20, 2019
• International Business Machines Corporation, December 13, 2019
• Philip Morris International Inc., December 13, 2019
• Sprint Corporation, December 13, 2019
• Wynn Resorts, Limited, December 13, 2019
• AT&T Inc., December 9, 2019
• Apple Inc., December 6, 2019
• Apple Inc., December 6, 2019
• The Walt Disney Company, December 6, 2019
• The Walt Disney Company, December 6, 2019
• The Walt Disney Company, December 6, 2019
• Wheeler Real Estate Investment Trust, Inc., December 3, 2019

November 2019

• Oshkosh Corporation, November 21, 2019
• QUALCOMM Incorporated, November 21, 2019