From Rosanna Weaver at As You Sow:
In good news for shareholders, the SEC will no longer allow companies to skirt proposals by fashioning management variations on proposals submitted by shareholders. In the first such bulletin in three years, the SEC has opined in a way that will make it harder for companies to evade proposals.
Under the provision that allows shareholders to file shareholder resolutions, the SEC also defines reasons a company may exclude a proposal (the shorthand of (i)(7), (i)(8), etc. derives from these rules.) One specific provision – Rule 14a-8(i)(9)– allows a company to exclude a proposal if it conflicts with a management proposal. The idea behind the exclusion was to avoid shareholder-run solicitations. The idea that there should not be a management proposal that says “vote for merger” and a shareholder proposal on the same ballot that says “vote against merger” is reasonable.