GE Adopts Proxy Access Bylaw

February 20, 2015

General Electric announced that it amended its bylaws to allow a shareholder or a group of up to 20 shareholders that has owned three percent or more of the company’s stock for at least three years to nominate and include in the company’s proxy materials directors constituting up to 20 percent of the board. The move by GE is the latest chapter in the ongoing proxy access saga and has been heralded as both a victory for activists and a demonstration of GE’s leadership role in corporate governance. A company following GE’s approach would be able to seek a no-action determination from the SEC for omitting a shareholder proxy access proposal on the basis that it has been “substantially implemented” by the company and therefore excludable under Rule 14a-8(i)(10). Thus, the approach would avoid the SEC’s decision not to consider no-action requests under 14a-8(i)(9) for competing management and shareholder proposals as previously reported in The Ticker. Read GE’s Form 8-K announcing the bylaw amendment and news coverage.

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