[Federal Register Volume 76, Number 182 (Tuesday, September 20, 2011)]
[Unknown Section]
[Page 58100]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-24118]



17 CFR parts 200, 232, 240 and 249

[Release Nos. 33-9259; 34-65343; IC-29788; File No. S7-10-09]
RIN 3235-AK27

Facilitating Shareholder Director Nominations

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; notice of effective date.


SUMMARY: This release provides notice of the effective date of the 
amendment to Exchange Act Rule 14a-8, the shareholder proposal rule, 
which will require companies to include in their proxy materials, under 
certain circumstances, shareholder proposals that seek to establish a 
procedure in the company's governing documents for the inclusion of one 
or more shareholder director nominees in the company's proxy materials. 
This release also provides notice of the effective date of related rule 
changes adopted concurrently with the amendment to Rule 14a-8.

DATES: The effective date of the additions of Sec.  200.82a, Sec.  
240.14a-18, Sec.  240.14n-1 through Sec.  240.14n-3, and Sec.  240.14n-
101, and the amendments to Sec.  232.13, Sec.  240.13a-11, Sec.  
240.13d-1, Sec.  240.14a-2, Sec.  240.14a-4, Sec.  240.14a-5, Sec.  
240.14a-6, Sec.  240.14a-8, Sec.  240.14a-9, Sec.  240.14a-12, Sec.  
240.15d-11, Sec.  240.13d-102, Sec.  240.14a-101, and Sec.  249.308, 
published on September 16, 2010 (75 FR 56668), is September 20, 2011. 
Section 240.14a-11 was vacated by the United States Court of Appeals 
for the District of Columbia Circuit (No. 10-1305, July 22, 2011) and 
therefore is not effective.

FOR FURTHER INFORMATION CONTACT: Tamara Brightwell, Lillian Brown, or 
Ted Yu, Division of Corporation Finance, at (202) 551-3200, U.S. 
Securities and Exchange Commission, 100 F Street, NE., Washington, DC 

SUPPLEMENTARY INFORMATION: By order dated October 4, 2010 (Release No. 
33-9149, 34-63031, IC-29456), the Securities and Exchange Commission 
stayed from November 15, 2010 until the resolution of the petition for 
review of Exchange Act Rule 14a-11 in Business Roundtable et al. v. 
Securities and Exchange Commission, No. 10-1305 (D.C. Cir., filed Sept. 
29, 2010), the effective and compliance dates of amendments to the 
Federal proxy and related rules that the Commission adopted to 
facilitate the effective exercise of shareholders' traditional state 
law rights to nominate and elect directors to company boards of 
directors. On October 20, 2010, a notice of the stay was published in 
the Federal Register (75 FR 64641). That announcement stated that a 
notice of the effective and compliance dates of the final rules would 
be published in the Federal Register following the resolution of the 
petition for review. On July 22, 2011, the United States Court of 
Appeals for the District of Columbia Circuit issued an order vacating 
Rule 14a-11 and on September 14, 2011, the Court issued its mandate. 
Because the mandate concludes the litigation in the Court of Appeals, 
the stay expired by its terms. The Court's order did not affect the 
amendment to Rule 14a-8, which was not challenged in the litigation, or 
the related rules and amendments adopted concurrently with Rule 14a-11 
and the amendment to Rule 14a-8. Accordingly, those rules and 
amendments are effective upon publication of this notice in the Federal 
    As discussed in the preamble above, the final rules noted in the 
DATES section of this document and published on September 16, 2010 (75 
FR 56668) amending Title 17, Chapter II of the Code of Federal 
Regulations, are effective September 20, 2011, with the exception, as 
noted, of Rule 14a-11 (17 CFR 240.14a-11).

    Dated: September 15, 2011.
Elizabeth M. Murphy,
[FR Doc. 2011-24118 Filed 9-19-11; 8:45 am]