In Wal-Mart Stores, Inc., 2017 BL 87193 (March 16, 2017), Wal-Mart Stores, Inc. (“Wal-Mart”) asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a proposal submitted by shareholder Jing Zhao (“Shareholder”) requesting Wal-Mart revise its corporate governance guidelines to allow the board of directors to discontinue and remove disqualified members of the board of directors in accordance with applicable laws. The SEC declined to issue the requested no action letter under Rule 14a-8(i)(10).
Read MoreThis post is part of an ongoing series that examines the way stock exchange independence rules relate to director compensation. We are for the most part including companies from 2017’s Fortune 500 and using information found in their 2016 proxy statements.
NASDAQ and the NYSE have similar rules with respect to director independence. NYSE Rule 303A.01 requires that each listed company’s board of directors be comprised of a majority of independent directors. A director does not qualify as “independent” if he or she has a “material relationship with the company.” NYSE Rule 303A.02(a).
Read MoreIn McDonald's Corporation, 2017 BL 84444 (March 16, 2017), McDonald's Corp. ("McDonald's") asked the staff of the Securities and Exchange Commission (“SEC”) to permit the omission of a shareholder proposal submitted by Marco Consulting Group Trust I ("Shareholder") requesting that McDonald's adopt a plan to issue a new series of preferred stock, entitling franchise owners to elect a franchise director. The SEC issued a no-action letter denying the exclusion of the proposal under Rules 14a-8(i)(7), 14a-8(i)(2), and 14a-8(i)(6).
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