Washington Partner LaDawn Naegle was quoted Nov. 9 in Agenda regarding new guidance from the SEC on the shareholder proposal rule.  The guidance imposes new requirements on public companies who seek SEC no-action relief to exclude certain shareholder proposals from the companies’ proxy statements.  Under the new guidance, a company seeking exclusion under either the “ordinary business” or “economic relevance” exceptions must provide a discussion of the board’s analysis of the issue as well as detailed disclosure of the board’s specific process in reaching its conclusions.  Those discussions will be made public by the SEC.  “[So far], there’s no guidance on what this needs to look like, how detailed the descriptions need to be or what an acceptable process might be,” Naegle said. “The guidance comes as companies are currently receiving shareholder proposals for the 2018 proxy season and only have a short time to send a no-action request to the SEC – so if boards want to exclude a proposal under these new rules, they need to start their analysis now," Naegle says.