UNITED STATES SECURITIES AND EXCHANGE COMMISSION · 2015. 1. 15. · JOllN CHEVEDDEN ***FISMA & OMB...

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549DEC 6 2014

co-2|IONIOFNANCE No M Washington,DC 20549|| | | | | || December 16,2014

14008717

A. Jane Kamenz

The Coca-Cola [email protected] Section:

Re: The Coca-Cola Company PublicIncoming letter dated December 5, 2014 AVGildbility

Dear Ms. Kamenz:

This is in response to your letters dated December 5, 2014 andDecember 10, 2014 concerning the shareholder proposal submitted to Coca-Cola byJames McRitchie and Myra K. Young. We also have received a letter on the proponents'behalf dated December 8,2014. Copies of all of the correspondence on which thisresponse is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division'sinformal procedures regarding shareholder proposals is also available at the same websiteaddress.

Sincerely,

Matt S.McNair

Special Counsel

Enclosure

ec: John Chevedden

*** FISMA & OMB Memorandum M-07-16 ***

December 16,2014

Response of the Office of Chief CounselDivision of Corporation Finance

Re: The Coca-Cola CompanyIncoming letter dated December 5, 2014

The proposal relates to the chairman of the board.

There appears to be some basis for your view that Coca-Cola may exclude theproposal under rule 14a-8(f). We note that the proponents appear to have failed tosupply, within 14 days of receipt of Coca-Cola's request, documentary supportsufficiently evidencing that they satisfied the minimum ownership requirement for theone-year period as required by rule 14a-8(b). Accordingly, we will not recommendenforcement action to the Commission if Coca-Cola omits the proposal from its proxymaterials in reliance on rules 14a-8(b) and 14a-8(f).

Sincerely,

Adam F.Turk

Attorney-Adviser

DIVISION OF CORPORATION FINANCEINFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of CorporationFinancebelievesthat its responsibility with respect tomatters arising under Rule 14a-8[17 CFR 240.14a-8],aswith other matter under the proxyrules, is to aid those who mustcomply with therule by offering informal adviceandsuggestionsand to determine,initially, whether or not it may be appropriatein a particular mattertorecommend enforcement action to the Commission.In connectionwith a shareholder proposalunder Rule 14a-8,the Division's staff considers the information fumished to it by the Companyin supportof its intention to excludethe proposalsfrom the Company'sproxy materials,aswellas any information furnished by theproponentor the proponent'srepresentative.

Although Rule 14a-8(k)doesnot requireany communicationsfrom shareholdersto theCommission'sstaff, the staff will always consider information conceming alleged violations ofthe statutes administeredby theCommission, including argument as to whether or not activitiesproposed to be taken would be violative ofthe statute or rule involved. The receipt by the staffof such information, however, should not be construed as changing the staff's informalproceduresandproxy review into a formal or adversaryprocedure.

It is important to note that the stafftand Commission'sno-action responsestoRule 14a-8(j) submissionsreflect only informal views.The determinationsreachedin theseno-action letters do not andcannotadjudicatethe merits of a company's position with respecttothe proposal. Only a court suchasaU.S.District Court candecidewhether a company isobligatedto includeshareholdersproposalsin its proxy materials. Accordingly a discretionarydetermination not to recommend or take Commission enforcement action, does not preclude aproponent,or any shareholderof a company,from pursuingany rights he or shemay haveagainstthe company in court, shouldthe management omit the proposalfrom the company'sproxy material.

A. Jane Kamenz P.O.Box 1734

Securities Counsel Atlanta, GA 30301Office of the Secretary (404) 676-2187Email: [email protected] Fax: (404) 598-2187

Rule 14a-8

December 10,2014

BY E-MAIL (shareholderproposals(ä)sec.gov)

U.S.Securities and Exchange CommissionDivision of Corporation FinanceOffice of Chief Counsel100 F Street,N.E.Washington, D.C.20549

Re: The Coca-Cola Company - Notice of Intent to Omit from Proxy MaterialsShareholder Proposal Submitted by James McRitchie and Myra K.Young

Ladies and Gentlemen:

We refer to our letter to you dated December 5,2014 (the "Letter") relating toThe Coca-Cola Company's (the "Company") intention to exclude a shareholder proposal (the"Proposal") submitted by James McRitchie and Myra K.Young (the "Proponents")from itsproxy materials for the Company's 2015 Annual Meeting of Shareowners (the "2015 ProxyMaterials"). The Proponents' correspondence indicates that they have given John Chevedden aproxy to act on their behalf with respect to the Proposal.

On December 9, 2014,we received a copy of a letter to the Division of CorporationFinance (the "Staff") from Mr.Chevedden, to which he attached a new broker letter datedDecember 6, 2014 from TD Ameritrade (the "December TD Ameritrade Letter"). A copy ofMr. Chevedden's letter, including the December TD Ameritrade Letter, is attached asExhibit A.In accordance with StaffLegal Bulletin No.14D (November 7, 2008),this letter and itsattachrnent are being e-mailed to the Staff at [email protected]. A copy of thisletter and its attachment are simultaneously being sent to Mr.Chevedden and the Proponents asrequired by Rule 14a-8(j).

Rule 14a-8(b)(1) and Rule 14a-8(f)(1) are both highly prescriptive. The Companysatisfied its obligation under Rule 14a-8 by sending the Deficiency Letter (as defined in the

U.S.Securities and Exchange CommissionDivision of Corporation FinanceOffice of the Chief CounselDecember 10,2014Page 2

Letter) to Mr. Chevedden, with copy to the Proponents, requesting proof of the Proponents'beneficial ownership of the Company's Common Stock, as required by Rule 14-8(f)(1). In theDeficiency Letter, the Company clearly informed Mr. Chevedden and the Proponents of therequirements of Rule 14a-8(f)(1) andhow the eligibility deficiency could be cured. The deadlinefor responding to the Company's Deficiency Letter was November 10,2014.The TDAmeritrade Letter (as defmed in the Letter) received by the Company on November 5, 2014demonstrated that the Proponents' securities did not meet the $2,000minimum value requiredbyRule 14a-8(b)(1). Therefore,Mr. Chevedden and the Proponentshave failed to provide timelydocumentary evidence of the Proponents' eligibility to submit the Proposal.The late submissionof the December TD Ameritrade Letter doesnot cure this defect.

For this reason and the reasons set forth in the Letter, the Company respectfully requestsconfirmation that the Staff will not recommend enforcement action against the Company if the

Proposal is excluded from the 2015Proxy Materials, Should the Staff disagree with theconclusions set forth in this letter, the Company would appreciate the opportunity to confer withthe Staff prior to the issuance of the Staff's response.

Should the Staff have any questions regarding this matter, please feel free to call me at(404) 676-2187.

Sincerely,

A.Jane KamenzSecurities Counsel

c: John CheveddenGloria K.Bowden

Mark E.PreisingerJamesMcRitchie

Myra K. Young

Enclosures

Exhibit A

Copy of John Chevedden's Letter

Jane Kamenz

From: *** FISMA & OMB Memorandum M-07-16 ***

Sent: Tuesday,December 09,2014 1:22 AMTo: Office of Chief CounselCc: Jane Kamenz

Subject: # 1 Rule 14a-8 Proposal The Coca-Cola Company (KO)Attachments: CCE00011.pdf


Please seethe attached letter regarding the company no action request.Sincerely,John Chevedden

i

JOHN CHEVEDDEN

*** FISMA & OMB Memorandum M-07-16 *** *** FISMA & OMB Memorandum 7-16 ***

December 8,2014

Office of Chief CounselDivísion of Corporation FinmiceSecuritiesand ExchangeCommission100F Street,NEWashington,DC 20549

# 1 Rule 14a-8 ProposalThe Coca-Cola Company (KO)Proxy AccessJames McRitchie

Ladiesand Gentlemen:

This is in regard to the December5,2014 companyrequest concoming this rule 143-8proposaL

Attached is a revised broker letter.

Sincerely,

cc: JamesMcRitchieMyra K.Young

JaneKamenz<[email protected]>

Ameritrade

12/06/2014

James McRitchie & Myrs Yateg


Re:Your TD Amerittade Att9t|SNFAdkigMB Memorandum M-07-16 ***

Dear James McRitchie & Myra Young,

Thank you for allowing me to assisi you today, Asyou requested this letter is to conflim that asofthe data of thisiettor, James McRitchleandMyra K Youngheki, and had held continuouslyfor atleast lifteen monihs.100sharesof CocaCola(KO) common stockin thelweiggiggg%@ Memorandum M-07-16 ***at TO Ameditado.The DTCclearinghousenumberfor TD Ameritradeis 0188.

If we can be of any furtherassistance,Wegselei USknow,Just)og in to youraccountand go to theMessageCenter towrite us You canalso callGlient Servicesat800286563900.We'reavailable24heutea day, sevendaysaweek.

Sincerely,

Daniel Bilss

Resource SpoclailstTD Ameritrado

Thiskiformalfon is fumiehedaspart of ageneral informsuonsowiceandTD Amediradeshall not beliable for anydamagesarising cutof anystaccuracyin the informaMon.Becauseihie niormailonmayditterfromyourTD Amerittade monthlystatement,youshouki tely onlyontheTD AmerRiado monthlystatemomas theollicial recordof yout To Ameritradoaccount

Marketvoistility, volume,andayalem aveRabintymaydelay accouniaccessand trada execullons.

TD Amerilrade,inda member FINiWSIPoll%A (amy.flaitorg.,mm.eloc.org,www nia Murns om 1 TDAmeditadada atredemarklohilyMned byTO Amedkado teCompanshje andTheToronio-Dominion sank.©2018 TD Ameiltrade IPCornnung,Inc,Mitchis reserved.Usedwith paroletart

TDA 6300 L 09ÏiS

www.idameritrade.com

JOllN CHEVEDDEN

*** FISMA & OMB Memorandum M-07-16 ***Hola <xOMB Memorandum IVl*t17-16 ***

December 8, 2014

Office of Chief CounselDivision of Corporation FinanceSecurities andExchange Commission100 F Street, NEWashington, DC20549

#TRule 14a-8ProposalThe Coca-Cola Company (KO)Proxy AccessJames McRitchie

Ladies and Gentlcmen:

This is in regard to the December 5, 2014 company request concerning this rule 14a-8 proposal.

Attached is a revised broker letter,

Sincerely,

cc: JamesMcRitchie

Myra K.Young

Jane Kamenz <[email protected]>

Ameritrade

12106/2014

JamesMcRRchie & Myrayoung


Re: Your TD AmeritradefÅtfæMÆdd(iWili3 Memorandum M-07-16 ***

Dear James McRitchie & Myra Young,

Thank you for allowing me to assist you today, As you requested, this letter is to confirm that as ofthe date of this letter, James McRitchie and Myra K Young held, and had held continuously for atleast fifteen months,100 shares of Coca Cola (KO) common stock in their.acygggngithe Memorandum M-07-16 ***at TD Ameritrade.The DTC clearinghouse number for TDAmeritrade is 0188.

If wecanbe of any further assistance, please let us know.Just tog in to your account and go to theMessage Center to writous You can also callClierit Services at 800-669 3900.We're available 24hours a day,seven days aweelt

Sincero y,

Daniel Bliss

Resource SpecialistTD Ameritrade

This information is furmehed aspartof a generadniormationserviceand TD Amedirade shaBnot be liable for any damagosarising out of anyinaccuracyin the information.Becausethis infornelion maydiffer fromyour TD Amatitrade monthlystatement.you should relyonly anihe TD Ameritrademonthlystatementastheofficintrecordof yourTD Ameritradeaceount,

Markel volalitlly, volume, and systemavayabilitymaydelay accountaccessand trado execullont

TDAmedtrade, Inc memberFINRAfSIPC/NFA ( mag.11&a20,,¤¤¤.2109.9£9..FOmal.DI&tuigten,Arg,),TOAmedtrada la atonemark lointlydwned byTD AmerRrado IP Company,Inc. andTheToronto-DorninionOsnk.02OlS TOAmeritrade IPCOmpany.Inc.AlUights reserved.Used wie permir,nlon.

TDA essoL osna

www.idameritrede com

A.Jane Kamenz P.O.Box 1734Securities Counsel Atlanta, GA 30301Office of the Secretary (404) 676-2187Email: ikamenz@,coca-cola.com Fax: (404) 598-2187

Rule 14a-8

December 5,2014

BY E-MAIL (shareholderproposafsfä)sec.gov)

U.S.Securities and Exchange CommissionDivision of Corporation FinanceOffice of Chief Counsel

100 F Street, N.E.Washington,D.C.20549

Re: The Coca-Cola Company -Notice of Intent to Omit from Proxy MaterialsShareholder Proposal Submitted by James McRitchie and Myra K.Young


The Coca-Cola Company,a Delaware corporation (the "Company"),submits this letterpursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934,as amended(the"ExchangeAct"), to notify the Securities and Exchange Commission (the "Commission") of theCompany's intention to exclude a shareholder proposal entitled "IndependentBoard Chairman"and related supporting statement (the "Proposal")submitted by James McRitchie and Myra K.Young (the "Proponents")from its proxy materials for its 2015Annual Meeting of Shareowners(the "2015 Proxy Materials"). The Proposal was received by the Company on October 20, 2014.The Proponents' correspondence indicates that they have given John Chevedden a proxy to acton their behalf with respect to the Proposal. The Company requests confirmation that theDivision of Corporation Finance (the "Staff") will not recommend to the Commission thatenforcement action be taken if the Company excludes the Proposal from its 2015 ProxyMaterials in reliance on the provisions of Rule 14a-8(b)(1) and Rule 14a-8(f)(1) under theExchange Act described below.

In accordancewith StaffLegal Badletin No.14D (November 7,2008) ("SLB No. 14D"),this letter andits attachments are being e-mailed to the Staff at [email protected] copy of this letter and its attachments are simultaneously being sent to Mr. Chevedden and theProponents as notice of the Company's intent to omit the Proposal from its 2015 Proxy Materials

U.S.Securities and Exchange CommissionDivisionof Corporation FinanceOffice of the Chief CounselDecember5,2014Page 2

as required by Rule 14a-8(j). Pursuant to Rule 14a-8(k) and Section E of SLB No.14D, theCompany requests that Mr. Chevedden and the Proponents concurrently provide to theundersigned a copy of any correspondence that is submitted to the Commission or the Staff inresponse to this letter.

Putsuant to Rule 14a-8(j), this letter is being filed with the Commission, and concurrentlysent to Mr. Chevedden and the Proponents,no later than eighty (80) calendar days before theCompany intends to file its definitive 2015 Proxy Materials with the Commission.

The Proposal'

The Proposal states:

RESOLVED: Shareholders request that our Board of Directors amend governingdocuments as necessaryto require the Chair ofthe Board of Directors to be anindependent member of the Board.This independencerequirement shall applyprospectively, with the next CEO,so as not to violate any contractual obligation at thetime this resolution is adopted. Compliance is waived if no independent director isavailable and willing to serve asChair. The requirement should also specify how to selecta new independent chairman if a current chairman ceases to be independent betweenannual shareholder meetings.

Background

1. On October 20, 2014,the Company received from the Proponents a copy ofthe Proposal,along with their cover letter addressedto Ms.Gloria K. Bowden,Corporate Secretary ofthe Company. The Proponents' submission did not provide proof of beneficial ownershipof the Company's Common Stock. The Proponents' October 20, 2014 letter stated onlythat the Proposal "meetsall Rule 14a-8 requirements, including the continuous ownershipof the requiredstock value for over a year and we pledge to continue to hold the requiredamount of stock until after the date of the next shareholdermeeting." A copy of thefacsimile submission is attached as Exhibit A.

The entire Proposal, including the introductory and supporting statementsto the Proposal, is setforth in Exhibit A to this letter.

U.S.Securities andExchange CommissionDivision of Corporation FinanceOffice of the Chief CounselDecember 5,2014Page 3

2. OnOctober 27,2014,after confirming that the Proponents were not shareholdersofrecord of the Company's Common Stock, the Company emailed a letter toMr.Chevedden,with copy sent to the Proponents,acknowledgingreceipt of the Proposaland requesting proof of the Proponents' beneficial ownership of the Company'sCommonStock (the "Deficiency Letter"). A copy of the Deficiency Letter is attached as ExhibitB.

3. OnNovember 5,2014,Mr. Chevedden both faxed and emailed to the Company a letter,datedNovember 1,2014,from William Walker, ResourceSpecialist, at TD Ameritrade(the "TD Ameritrade Letter"), a copy of which is attached as Exhibit C. The TDAmeritrade Letter addressedto the Proponents confirmed that the Proponents "hadheldcontinuously for at least thirteen months, 40 shares" of Company Common Stock.

4. Mr. Chevedden's deadline for responding to the Company's Deficiency Letter wasNovember 10,2014.

Bases for Exclusion

The Company hereby respectfully requests that the Staff concur in our view that theProposal may be excluded from the 2015 Proxy Materials pursuant to Rule 14a-8(b)(l) andRule 14-8(f)(1) becausethe Proponents failed to establish the requisite eligibility to submit theProposal.

Analysis

The Proposal Is Excludable Under Rule 14a-8(b)(1) And Rule 14a-8(f)(1) Because TheProponents Failed To Esfablish The Requisite Eligibility To Submit The Proposal.

The Company may exclude the Proposal under Rule 14a-8(f)(1) becausethe Proponentshave not heldat least $2,000in market value, or 1%,of Company Common Stock for at least oneyear in accordance with Rule 14a-8(b)(1).

Rule 14a-8(b)(1) provides that, in order to be eligible to submit a proposal,a shareholdermust have continuously heldat least $2,000in market value,or 1%,of the company'ssecuritiesentitled to vote on the proposal at the company's meeting of shareholders for at least one year bythe date the shareholder submitted the proposal. StaffLegal Bulletin No. 14 (July 13,2001)("SLB No.14") specifies that, in the caseof a company listed on the New York Stock Exchange,the market value of a company's securities is determined "by multiplying the number of

U;S. Securities andExchange ComntissionDivision of Corporation FinanceOffice of the Chief CounselDecember 5,2014Page 4

securities the shareholder held for the one-year period by the highest selling price during the 60calendar days before the shareholdersubmitted the proposaL"SeeSection C.La,SLB No.14.

The TD Ameritrade Letter confirmed that the Proponents "hadheld continuously for atleast thirteen months,40 shares"of Company Common Stock. During the 60calendar dayspreceding andincluding October 20,2014; the highest pet shate selling price of the Company'sCommon Stockwas $44.87(on October10,2014).Applying the highest per shareselling price,the market value of the Proponents' securities is $1,794.80,which doesnot meet the $2,000minimum value required by Rule 14a-8(b)(1).In addition,as stated in the Company'sForm 10-Q for the quarterly period ended September 26,2014,at October 24,2014,there were4,380,112,851sharesof CompanyConunonStock issuedand outstanding. Therefore, the 40sharesofthe Company'sCommon Stock held by the Proponents represent less than 1%of theCompany's issued and outstanding Common Stoek.

The Staff has consistently concurred that a shareholder proposal may be excluded from acompany's proxy materials when the proponent has failed to provide satisfactory evidence ofcontinuousownership of shareshaving a valueof at least$2,000for the one-year period inacordance with Rule 14a-8(b)(1)and Rule 14a-8(f)(1).See PulteGroup, Inc.(avail. Jan.6,2012)(granting relief where the proposalcover letter and broker letter stated that the proponentheld246 shareswhen the value of these shareswasnot at least $2,000);International PaperCompany (avail. Jan.5,2001) (concurringin the exclusion of a proposal where the proponentstated the number of sharesowned but the value of the shareswas not at least $2,000);Caterpillar Inc. (avaiLJan.5,2001) (same);

Rule 14a-8(f)(1) provides that a company may exclude a shareholder proposal if theproponent fails to provide evidence of eligibility under Rule 14a-8, including the beneficialownership requirements of Rule 14a-8(b)(1), provided that the company timely notifies theproponent of any defleiency and the proponentfails to correct any such deficiency within therequire time. Accordingly, the Company satisfied its obligation under Rule 14a-8by sending theDeficiency Letter to Mr.Chevedden,with copyto the Proponents,requestingproof of theProponents'beneficial ownership ofthe Company'sCommon Stock,as required by Rule14-8(f)(1). In the Deficiency Letter,the Company clearly informed Mr, Chevedden of therequirements of Rule 14a-8(f)(1) and how he could care the eligibility deficiency.TheDeficiency Notice alsoincludeda copy of Rule 14a-8andStaffLegal Bulletin No.14F (Oct, 18,2,011) andStaffLegal Bulletin No.14G(Oct, 16,2012).

As described above, Mr. Chevedden and the Proponents failed to provide timelydocumentary evidence of the Proponents' eligibility to submit a shareholder proposal in response

U.S.Securities and Exchange CommissionDivision of Corporation FinanceOffice of the Chief CounselDecember 5, 2014Page 5

to the Company's proper and timely Deficiency Letter. The TD Ameritrade Letter did not satisfythe minimum ownership requirements for the requisite one-year period. Accordingly, theProposal may be excluded under Rule 14a-8(b)(1) and Rule 14a-8(f)(l).

Conclusion

For the reasons set forth above,the Company respectfully requests confirmation thatthe Staff will not recommend any enforcement action to the Commission if the Proposal isexcluded from the 2015 Proxy Materials. Should the Staff disagree with the conclusions setforth in this letter, the Company would appreciate the opportunity to confer with the Staff priorto the issuance of the Staff sresponse.

Should the Staff have any questions regarding this matter, please feel free to call me at(404) 676-2187.

Sincerely,

A.JaneKamenzSecurities Counsel

ec: John CheveddenGloria K.Bowden

Mark E.PreisingerJames McRitchie

Myra K.Young

Enclosures

Exhibit A

Copy of Proposal and correspondence submitted on October 20,2014

10/20/2014 21:20*** FISMA & OMB Memorandum M-07-16 *** PAGE 01/04


October 20, 2014Ms.Gloria K.BowdenCorporate SecretaryThe Coca-Cola Company (KO)One Coca Cola PlazaAtlanta GA 30313Phone:404 676-2121FX: 404 676-6792FX: 404-676-8409

Dear Corporate Secretary,

We are pleased to be shareholders in the Coca Cola Company (KO) and appreciate theleadership Coca Cola has shown in workplace safety, worker health, human rights andsustainability.However,we believeCocaCola has unrealizedpotential that canbe unlockedthrough low or no cost corporate govemance reform.

We are submittinga shareholder proposal for a vote at the next annual shareholder meeting.The proposal meetsall Rule 14a-8 requirements, including the continuous ownership of therequired stock value for over ayear andwe pledge to continue to hold the required amount ofstock until after the date of the nextshareholder meeting.Our submitted format, with theshareholder-supplied emphasis, is intended to be used for definitive proxy publication.

Thisletter confirmsthat we are delegating John Chevedden to act as our agent regarding thisRule143-8 proposaLincluding its submission, negotiations and/or modification, andpresentation at the forthcoming shareholder meeting.Please direct all future communicationsregarding our rule 14a-8 proposal to John Chevedden *** FISMA & OMB Memorandum M-07-16***

*** FISMA & OMB Memorandum M-07-16*** to facilitate promptcommunication. Please identify us as the proponents of the proposal exclusively.

Your consideration and the consideration of the Board of Directors is appreciated in respondingto this nrnnout Please acknowledge receipt of our proposal promptly bygroilt©OMB Memorandum M-07-16***

*** FISMA & OMB Memorandum M-07-16***

Sincerely,

October 20, 2014

James McRitchie Date

October 20, 2014

Myra K Young Date

cc: John CheveddenJane Kamenz <[email protected]>Jared Brandman [email protected]>Gloria Bowden <[email protected]>

10/20/2014 22 F2%1A & OMB Memorandum M-07-16*** PAGE 02/04

[KO: Rule 14a-8 Proposal, October 20,2014]Proposal 4- Independent Board Chairman

RESOLVED: Shareholdersrequest that our Board of Directors amend goveming documents asnecessaryto requirethe Chairof the Board of Directors to be an independent member of theBoard, This independencerequirement shall apply prospectively, with the next CEO,so asnot toviolate anycontrastual obligation at the timethis resolution is adopted, Complianceis waived ifno independent director is available and willing to serve asChair.The requirement should alsospecify how to select a new independent chairman if a current chairman ceasesto be independentbetween annual shareholder meetings.

SUPPORTING STATEMENT

When our CEOis also our board chairman,this arrangementcan hinder our board's ability tomonitor our CEO'sperformance and for shareholders to speak frankly. An independentChairman is the prevailing practice in rnany intemational markets.

The Council of Institutional Investors,whose members invest over $3 trillion, clearly fävors anindependent chair in the following policy:"The board should be chaired by an independentdirector."

A 2012 report by GMIRatings The Costsof a Combined Chair/CEO(Seehttp://origiudibrary constantcontactcom/downloadlaet/file/1102561680275-208/GMIRatings CEOChairComp 062012.pdf),found companies with an independent chairprovide investors with five-year shareholder returns nearly28 percent higher than those headedby a party of one.

The study alsofound córporationswith combined CEOand chair roles are $6percent morelikely to register as "Aggressive"in their Accounting and Governance Risk (AGR®) modeLGMI ranksCoca Colain its lowest tier.

Still, the biggest reason to split the roles is to bring more accountability and oversight to theCEO's job and to free the board to truly act as the CEO's boss.

Some argue a'lead director'is enough.However, lead directors are not considered theequivalent of boardchairmen by the board or shareowners, even when such directors areprovided with comparable authorities.

A recent EY report (Seehttp://mseysom/US/en/Issues/Governance-and reporting/EY-lets-talk-govemance-trends-in-independent-board-leadership-structures<http://www.ey.com/US/en/Issues/Govemance-and-reporting/EY-lets-talk-governance-trends-in-independent-board-leadership-structures>) found titles matter.Lead directors typically cannotcall shareholder or board meetings, nor to the lead CEOperformance evaluations.

According to a Spencer Stewart survey of board members, 64% agree or strongly agree thatsplitting the positionsresults in more independent thought by directors, while 60% affirm that itleads to more effective CEOevaluations. ( Seehttp://www.corpgov,deloitte.coin/binary/com.epicentric.contentmanagement.servlet.ContentDeliveryServlet/USEng/Documents/Board%2ðGovernance/What%20Directors%20Think%202014CorporateBoardMember.pdf, page 21.)

Last year's excessive compensation and Warren Buffet's abstentionyote were embarrassing.

10/20/2014 21F%1A & OMB Memorandum M-07-16*** PAGE 03/04

Thankfully, the board has now seen the light and hasscaledback on long-term equity awards.However,pay is a secondary issueto good governance,which starts with proper leadership- astrong CEO and an independent chair.

Pleasevote to protect shareholdervalue;Independent Board Chairman - Proposal 4

16/26/2014 21*:I20MA & OMB Memorandum M-07-16*** PAGE 64/04

Notes:JamesMcRitchie andMyra K. Young, *** FISMA & OMB Memorandum M-07-16*** iponsoredthis proposal.

"Proposal 4" is a placeholder for the proposal number assigned by the company in thefiniali proxy.

Pleasenote that the title of the proposal is part of theproposal.

This proposal is believed to conformwith Staff Legal Bulletin No. 14B(CF), September 15,2004 including (emphasis added):

Accordingly, going forward,we believe that it would not be appropriate for companies toexclude supportingstatement language and/or an entireproposal in reliance on rule 14a-8(I)(3) in the following circumstances:

• the company objects to factual assertionsbecausethey are not supported;• the company objects to factual assertions that, while not materially false or misleading,maybe disputed or countered;• the company objects to factual assertions becausethose assertions may be interpreted byshareholders in a manner that is unfavorable to the company,its directors, or its officers;and/or

• the company objects to statements because they represent the opinion of the shareholderproponent or a referencedsource, but the statements arenot identified specifically assuch.

We believe that it is appropriate nuder rule 14a-8 for companies to address these objectionsin their statements of opposition.

Seealso: Sun Microsystems, Inc.(July 21,2005).Stock will be held until after the armual meeting and the proposal will be presented at the annualmeeting, Please acknowledge this proposalpromptly by email** FISMA & OMB Memorandum M-07-16***

Exhibit B

Copy of Deficiency Letter

Jane Kamenz

From: [email protected]: Monday, October 27,2014 4:35 PMTot *** FISMA & OMB Memorandum M-07-16***

Cc: MarkPreisinger; Gloria BowdenSubject: Shareholder Proposat -- Deficiency Notice from The Coca-Cola CompanyAttachments: James McRitchie andMyra Young deficiency notice letter (October 27,2014).pdf

Dear Mr.Chevedden;

Pleasefind attached aneligibility deficiency notice relating to the shareholder proposalsubmitted by Myra youngandJames McRitchie to The Coca-Cola Company on October 20,2014.

Regards,Jane Kamenz

Anita Jane Kamenz| Securities Counsel - Office of the Secretary |The Coca-Cola Company1 Coca-Cola Plaza, NW|NAT 2136| Atlanta, Georgia |30313-17252 404.676.2187| 4 404.598.2187| O ikameng(decoca-cola.corg

1

. * *** FISMA & OMB Memorandum M-07-16***

COCA-COLA PLAZA

ATLANTA, GEORGIA

LEGAL DIVISION ADDRESS REPLŸ TO

F. O. DOK 1734

October 27,2.014 ATLANTA A 30501

404 $76-2421

OMR REFERENCE NO.

Via E-mail & Certified Mail, Returrt Receipt Requested

Mr. John Chevedden


Dear Mr.Chevedden:

On October 20, 2014,we received a shareholder proposal dated October 20,2014from James McRitchie and Myra K. Young (collectively, the "Proponents") addressed toMs.Gloria Bowden,Corporate Secretary of The Coca-Cola Company (the "Company").In their letter, the Proponents authorized you to act on their behalf regarding theirshareholder proposal whioh they included with their letter. A copy of this letter and thesháreholderproposal are attached.

Rule 14ad8(f)under the Securities Exchange Act of 1934,as amended, requires usto notify you of the following eligibility deficiency in the Proponents' letter:

The Proponents did not include any information to prove that they havecontinuously held, for the one-year period preceding and inclding the date theirshareholder proposal was submitted on October 20, 2014,sharesof CompanyCommon Stock having at least $2,000 in market value or representing at least 1%of the outstanding shares of Company Common Stock as required byRule 14a-8(b). Our records do not list either James McRitchie or Myra K. Youngas registered holders of sharesof Company Common Stock. Since the Proponentsare not registered holders of sharesof Company Common Stock, they mustestablish their ownership by oneof the meansdescribed in Rule 14a-8(b)(2)[Question2] (for example,if the Proponents'sharesare held indirectly throughtheir broker or bank).StaffLegal Bulletin No.14F (October 18,2011) and StaffLegal Bulletin No.i4G (October 16,2012)provideguidance on submitting proofof ownership,including where the broker or bank is not on Depository TrustCompany'sparticipant list.

The requested information must be furnished to us electronically or bepostmarked no later than 14days from the date you receive this letter of notification. Ifthe Proponents' requisite proof of ownership is not provided,we may exclude theirshareholder proposal from our proxy materials. For your reference, we have attached acopy of Rule 14a-8 and StoffLegal Bulletin No. 14F(October 18, 2011) and StaffLegalBulletin No. 14G (October 16,2012). To transmit your reply electronically, please reply

Mr. John CheveddenOctober 27, 2014Page 2

to my attention at the following fax number: 404-598-2187 or e-mail at

[email protected]; to reply by courier, please reply to my attention at NAT 2136,One Coca-Cola Plaza,Atlanta, Georgia 30313,or by mail to NAT 2136,P.O.Box 1734,Atlanta, Georgia, 30301.

Pleasenote that if timely and adequateproof of ownership is provided,theCompany reserves the right to raise any substantive objections to the Proponents'shareholder proposal at a later date.

Pleasedo not hesitate to call me at 404-676-2187 should you have any questions.We appreciate your interest in the Company.

Very truly yours,

A.Jane KantenzSecurities Counsel

c: Gloria BowdenJames McRitchie

Mark PreisingerMyra K. Young

Enclosures

16/20/s2014 12iF2%IA & OMB Memorandum M-07-16*** PAGE 01/04


October 20, 2014Ms.Gloria K.BowdenCorporate SecretaryThe Coca-Cola Company(KO)One Coca Cola PlazaAtlanta GA 30313Phone: 404 676-2121FX:404 676-6792FX: 404-676-8409

Dear Corporate Secretary,

We are pleased to be shareholders in the Coca ColaCompany(KO) and appreciate theleadership Coca Cola has shown in workplace safety, worker health, hurnan rights andsustainability.However,we believeCoca Cola has unrealized potential that can be unlocked -

through low or no cost corporate governance reform.

We are submitting a shareholder proposal for a vote at the next annualshareholder meeting.The proposalmeetsall Rule 14a-8 requirements,includingthe continuous ownershipof therequired stock value for over a year and we pledge to contintte to holdthe required amountofsíockuntil after the date of the next sharehoider meeting.Our submitted format,with theshareholder-suppliedemphasis is intended to be used for definitivo proxy publication.

This letter confirms thatwe are delegating John Chevedden to act as our agent regarding thisRule 14a-8 proposal,inciudingits submission,negotiations and/or modification, andpresentation at the forthcoming shareholder meeting. Please direct all future communicationsregarding our rule 14a-8 proposal to JohnChevedderg *** FISMA & OMB Memorandum M-07-16***

*** FISMA & OMB Memorandum M-07-16*** ÍO facilitate prOmptcommumcation. i-'lease identity us as the proponents at the proposat exclusively;

Your consideration and the consideration ofthe Board of Directors is appreciated in respondingto this orooosal. Please acknowledge receipt of our proposal promptly byermikaMB Memorandum M-07-16***


Sincerely,

October 20, 2014

James McRitchie Date

October 20, 2014

Myra K.Young Date

cc: John CheveddenJane Kamenz [email protected]>Jared Brandman <[email protected]>Gloria Bowden <qbowden(&coca-coja.com>

10/20(2014 91FRIA & OMB Memorandum M-07-16*** PAGE 02/04

(KO: Rule 14a-8 Proposal, October20,2014]Proposal 4- Independent Board Chairman

RESOLVED: Shareholdersrequest that our Board of Directors amend governing documents asnecessaryto require the Chairof the Board of Directors to be an independent member of theBoard.This independencerequirement shall apply prospectively, with the next CEO,so as not toviolateanycontractual obligation at the timethis resolution is adopted.Complianceis waived ifno independent director is available andwiningto serve asChair.The requirement should alsospecify how to selecta new independent chairman if a currentchairman ceasesto be independentbetweenannual shareholder meetings.

SUPPORTINGSTATEMENT

When our CEO is also our board chairman, this arrangernentcan hinder our board's ability tomonitor our CEO's performance and for shareholders to speak frankly. An independentChairman is the prevailing practice in many intemational markets.

The Council of Institutional Investors, whose members invest over $3 trillion, clearly favors anindependent chair inthe following policy: "The board should be chaired by an independentdirector."

A 2012report by GMIRatings, TheCosts of a CombinedChair/CEO(seehttp://origin.library.constantcontact.com/download/get/filell102561686275-208/GMIRatines CEØChairComp 062012.pdf), found companies with an independent chairprovide investors with five-year shareholder returns nearly 28 percent higher than those headedby a party of one.

The study also found corporations with combined CEO and chair roles are 86 percent morelikely to register as "Aggressive" in their Accounting and Governance Risk (AGR®) model.GMI ranksCoca Cola in its lowest tier.

Still, the biggest reason to split the roles is to bring more accountability and oversight to theCEO's job and to free the board to truly act as the CEO'sboss.

Some argue a 'lead director' is enough.However, leaddirectors are not considered theequivalent of board chairmen by the board or shareowners, even when such directors areprovided with comparable authorities.

A recentBY report (Seehttp://wwwiev.corn/US/en/Issues/Governance-and reporting/EY-lets-talk-govemance-trends-in-independent-board4eadership-structures<http://wwway.com/US/en/Issues/Governance-and-reporting/EY-lets-talk-governance-trends-in-independent-board-leadership-structures> i found titles matter.Lead directors typically cannotcall shareholder or board meetings, nor to the lead CEOperformance evaluations.

According to a Spencer Stewart survey ofboardmembers, 64% agree or strongly agree thatsplitting the positions results in more independent thought by directors, while 60% affirm that itleads to moreeffective CEOevaluations. ( Seehttp://www.corpgov.deloitte.com/binary/com.epicentric.contentmanagement.servlet.ContentDelivery$erviet/U$Eng/Documentsif)oard%20Governance/What%20Directors%20Think%202014CorporateBoardMember.pdf, page 21.)

Last year's excessive compensation and Warren Buffet's abstention vote were embarrassing.

10/26/2814 21F20/IA & OMB Memorandum M-07-16*** PACiE 03/M

Thankfully,the boardhasnow seen the light and hasascaledback on long-term equity awards.However,pay is a secondaryissue to good governance,which starts with proper leadership- astrong CEO and anindependent chair.

Please vote to protect shareholdervalucaladependent Board Chairman - Proposal4

6/26(2614 22F&lA & OMB Memorandum M-07-16*** pg

Notes:James McRitchie and Myra K. Young, *** FISMA & OMB Memorandum M-07-16*** sponsoredthis proposal.

"Proposal 4" is a placeholder for the proposal number assigned by the company in thefinial proxy.

Pleasenote that the title of the proposal is part of the proposal.

This proposal is believed to conformwith Staff Legal Bulletin No. 14B(CF), September 15,2004 including(emphasis added):

Accordingly,goingforward,we believe that it wouldnot be appropriate for companies toexclude supportingstatement language and/or an entire proposal iäreliance on rule 14a-8(1)(3) in the following circumstances.

• the company objects to factual assertionsbecausethey are not supported;- the company objects to factual assertionsthatewhile not materially false or misleading,may be disputed or countered;• the companyobjects to factual assertions becausethose assertions may be interpretedbyshareholderf in a manner that is unfavorable to the company,its directors, or its officers;and/or• the company objects to statements becausethey represent the opinion of the shareholderproponent or a referenced source,but the statements are not identified specifically assuch.

Webelieve that it is appropriate under rule 14a-8for companies to address these objectionsin their statements of opposition.

Seealso: Sun Microsystems, Inc.(July 21, 2005).Stock will be helduntil after the annual meeting and the proposal will be presented at the annualmeetillg. ElenSeacknowledge this proposalpromptly by email'** FISMA & OMB Memorandum M-07-16***

Rule 14a-8 Regulations 14A,14C,and 14N (Proxy Rules) 5725

the Commission and fumished to the registrant, confirming such holder's beneficial ownership;and

(2) Provide the registrant with an affidavit, declaration, affirmation or other similar documentprovided for under applicable state law identifying the proposalor othercorporate action that willbe the subject of the security holder's solicitation or communication and attesting that:

(i) The security holder will not use the list information for any purposeother than to solicitsecurity holderswith respect to the samemeeting or action by consent or authorization for whichthe registrant is soliciting or intendsto solicit or to communicate with security holders with respectto a solicitation commenced by the registrant; and

(ii) The security holder will not disclose such information to any person other than a beneficialowner for whom the request was made and an employee or agent to the extent necessary toeffectuate the cornmunication or solicitation.

(d) The security holder shall not use the information fumished by the registrant pursuant toparagraph (a)(2)() of this section for any purpose other than to solicit security holders with respectto the same meeting or action by consent or authorization for which the registrant is soliciting orintends to solicit or to communicatewith security holderswith respect to a solicitation commencedby the regístrant; or disclose shch information to any person other than an employee, agent, orbeneficial owner for whom a request was made to the extent necessary to effectuate the commu-nication or solicitation. The security holder shall return the information provided pursuant toparagraph (a)(2)(ii) of this section and shall not retain any copies thereof or of any informationderived from such information after the termination of the solicitation.

(e) The security holder shall reimburse the ieasonable expenses incurred by the registrant inperforming die acts requested pursuant to paragraph (a) of this section.

Note I ro §240.14a-7. Reasonably prompt methods of distribution to security holdersmay be usedinstead of mailing. If an alternative distribution method is chosen, the costs of thatmethod should be considered where necessary rather than the costs of mailing.

Note 2 to §240.14a-7. When providing the information required by §240.14a-7(a)(1)(ii),if the registrant hasreceived affirmative written or implied consent to delivery of a single copyof proxy materialsto a sharedaddressin accordance with §240.14a-3(e)(1),it shall excludefrom the number of record holders those to whom it does not have to deliver a separate proxystatement.

Rule 14a-8. . Shareholder Proposals.

This section addresses when a company must include a shareholder's proposal in its proxystatement and identify the proposal in its form of proxy when the company holds an annual orspecial meeting of shareholders. In summary, in order to have your shareholder proposal includedon a company's proxy card, and included along with any supporting statement in its proxy state-

ment, you must be eligible and follow certain procedures.Under a few specific circumstances, thecompany is permitted to exclude your proposal, but only after submitting its reasons to theCommission. We structured this section in a question-and-answer format so that it is easier tounderstand.The references to "yous' are to a shareholder seeking to submit the proposal.

(a) Question 1: What is a proposal?

A shareholder proposal is your recommendation or requirement that the company and/or its boardof directors take action, which you intend to present at a meeting of the company's shareholders. Yourproposal should state asclearly as possible the course of action that you believe the company shouldfollow.If your proposal is placed on the company'sproxy card, the company must also provide in theform of proxy means for shareholders to specify by boxes achoice between approval ordisapproval,orabstention.Unless otherwise indicated, the word "proposal" asused in this section refers both to yourproposal,and to your correspondingstatement in supportof your proposal(if any).

(BULLETIN No.267,10-15-12)


(b) Question -2: Who is eligiblesto submit a proposal, and how do I demonstrate to thecompany that I am eligible?

(1) In order to be eligible to submit a proposal,you must have continuously held at least$2,000in market value, or 1%,of the company'ssecurities entitled to be voted on the proposal atthemeeting for at least one year by the date you submit the proposaLYou must continue to holdthose securities through the date of the meeting.

(2) If you are the registered holderof your securities,which meansthat your nameappears inthe company's records as a shareholder,the company can verify your eligibility on its own,although-you will still have to provide the companywith a written statement that you intend tocontinue to hold the securitics through die dateof the meeting of shareholders.Ilowever, if hkemanyshareholders you are not a registered holder,the company likely does not know that you are ashareholder,or how many shamsyouown.In this case,at the time you submit your proposal, youmust prove your eligibility to the company in oneof two ways:

(i) The first way is to submit to the companya written statement from the "record" holder ofyour securities (usually a broker or bank) verifying that, at the time you submitted your proposal,you continuously held the securities for at least one year. You must also include your own writtenstatement that you intend to continue to hold the securities through the date of the meeting ofshareholders; or

(ii) The second way to prove ownership applies only if you have filed a Schedule 13D,Schedule f3G, Form 3, Form 4 and/or Form 5, or amendmentsto those docuinents or opdated

forms,reflecting your ownership of the sharesas of or before the date on *liich the one-yeareligibdity period begins. If you have filed one of these documents with the SEC..youmay dem-onstrateyour eligibility by submitting to the company;

(A) A copy of the schedule and/or form, and any subsequent amendments reporting a changein your ownership level;

(B) Your written statement that you continuously held the required number of shares for theone-year period asof the date of the statement; and . .

(C) Your written statement that you intend to contitiae ownership of the shares through thedate of the company's annual or specialmeeting.

(c) Question 3: How many proposals may I submit?

Each shareholder may submit no more than one proposal to a company for a particularshareholders'meeting

(d) Question 4: How long can my proposal be?

The proposals including any accomilanying supporting statémerd; may not exceed 500 words.

(e) Question 5 What is the deadline for submitting a proposalt

(1) If you are submitting your proposat for the company's annual meeting, you canin mostcases find the deadline in last yeafs proxy statemera.However, if the company did not hold anannual meeting last year, or haschangedthe date of its meeting for this year niore than 30daysfrom last yearsa rneeting, you can usually find die deadline in one of the company's quarterlyreports on Form 10-Q (§249 308a of this cMpter), or in shareholdet teports of investment com-panies under $27030d4 of this chapterof the Invésiment CompanyAct of 1940. In order to avoid

sentroyersy, shareholdersshould submit their proposalsby means, including electronic means,thatpennit them to prove the date of delivery.

(2) The deadline is calculated in the following manner if the proposal is submitted for aregularly scheduled annual meeting. The proposal must be received at the company's principalexecutive offices not lessthan 120calendar days before the date af thecompany's proxy statement

(BULLETm No.267,10-15-12)


released to shareholders in connection with the previous year's annual meeting. However, if thecompany did not hold an annual meeting the previous year, or if the date of this year's annualmeeting has been changed by more than 30 days from the date of the previous year's meeting,thenthe deadline is a reasonabletime beforŠthe company begins to print and send its proxy materiala

(3) If you are submitting your proposalfor a meeting of shareholders other than a regularlyscheduledannualmeeting,the deadlineis a reasonabletime before the companybegins to print andsend its proxy materials.

(f) Question 6: What if I fail to follow one of the eligibility or procedural requirernentsexplained in answers to Questions 1 tlirough 4 of this Rule 14a-8?

(1) Thecompany may exclude your proposal, but only after it has notified you of the problem,and you have failed adequately to correct it. Within 14calendar days of receiving your proposal, thecompany must notify you in writing of any procedural or eligibilfty deficiencies,as well asof thetime frame for your response. Your response must be postmarked, or transmitted electronically, nolater than 14 days from the date you received the company's notification. A company need notprovide you such notice of a deficiency if the deficiency cannot be remedied, such as if you fail to

submit a proposal by the company's properly determined deadline. If the company intends toexclude the proposal, it will later have to make a submission under Rule 14a-8 and provide you witha copy underQuestion 10below, llule 14a 8(j),

(2) If you fail in your promiseto hold the requirednumberof securities through the date of themeetingof shareholders;then thecompany will be permitted to exclude all of your proposals fromits proxy materials for any meeting held in the following two calendar years,

(g) Question 7: Who has the burden of persuading the Commission or its staff that myproposai can be excluded?

Except as otherwise noted, the burden is on the äpmpanyto demonstrate that it is entitläd toexclude a proposaL

(h) Question 8: Must I appear personally at the shareholders' meeting to present theproposal?

(1) Either you, or your representative who is qualified under state law to present the proposalon your behalf, must attend the meeting to present the proposal. Whether you attend the meetingyourself or send a qualified representative to the meeting in your place, you should make sure thatyou, or your representative, follow the proper state law procedures for attending the meeting and/orpresenting your proposal.

(2) If thecompany holds its shareholder meeting in whole or in part via electronie media,andthe company permits you or your representative to present your proposal via such media, then youmay appear through electronic media rather than traieling to the meeting to appear in person.

(3) If you or your qualified iepresentative fail to appear and present the proposal, without goodcause, the company will be permitted to exclude all of your proposals from its proxy materials forany meetings held in the following two calendar years,

(i) Question 9: If I have complied,with the procedural requirements, on what other basesmay a company rely to exclude my proposal?

(1) Improper Under State Law: If the proposai is not a proper subject for action by share-holders under the laws of the jurisdiction of the company's organization;

Note to Paragraph (i)(1): Depending on the subject matter, some proposals are notconsidered proper under state latif they would be binding on the company if approvedbyshareholders.In our experience, most proposals that are cast as recommendations or requeststhat the board of directors take specified action are proper under state law. Accordingly, we

(BurLariis No.267,10-15-12)


will assume that a proposal.drafted as a recommendation or suggestion is proper unless thecompany demonstrates otherwise.

(2) Violation of Law: If the proposalwould, if implemented,cause the company to violate anystate, federal,or foreign law to which it is subject;

Note to Paragraph(i)(2): We will not apply this basis for exclusion to permit exclusion ofa proposal on grounds that it would violate foreign law if compliance with the foreign lawwould result in a violation of any state or federal law.

(3) Violation of Proxy Rules: If the proposal or supporting statement is contrary to any of theCommission's proxy rules, including Rule 14a-9, whicli prohibits materially false or misleadingstatements in proxy soliciting materials;

(4) Personal Grievan4e; Special Interest: If the proposal relates to the redress of a personalclaim or grievance against the company or any other person, or if it is designed to result in abenefit to you, or to frther a personal interest, which is not sharedby the other shareholders atlarge;

(5) Relevance: If theproposalrelatesto operationswhich account forless than 5percent of thecompany's total assetsat the end of its rnost recent fiscal year,and for less than 5 percent of its net

earnings and gross sales for its most recent fiscal year, and is not otherwise significantly related tothe company's business;

(6) Absence of Power/Authority: If the company would lack the power or authority to im-plement the proposal;

(7) Management Functions: If the proposal deals with a matter relating to the company'sordinary businessoperations;

(8) Director Elections: If the proposal:

(i) Would disqualify a nominee who is standing for election;

(ii) Would remove a director from office before his or her term expired;

(iii) Questionsthe competence, business judgment, or character of one or rnöre nominees ordirectors;

(iv) Seeks to include a specific individual in the company's proxy materials for election to theboard of directors; or

(v) Otherwise could affect the outcome of the upcoming election of directors.

(9) Conflicts with Company?s Proposal: If the proposal directly conflicts with one of thecompany's own proposals to be submitted to shareholders at the,same meeting;

Nore to Paragraph (i)(9): A company's submission to the Commission under this RuleI4a-8 should specify the points of conflict with the company's proposal.

(10) Substantially Implemented: If the company has already substantially implemented theproposal;

Note to Paragraph (i)(10): A company may exálude a shareholder proposal that wouldprovide an advisory vote or seek future advisory votes to approve the compensation ofexecutives as disclosed pursuant to Item 402 of Regulation S-K (§229.402of this chapter) orany successor to Item 402 (a "say-on-pay vote") or that relates to the frequency of say-on-payvotes, provided that in the most recent shareholder vote required by §240,14a-21(b) of thischapter a sirigle year (i.e., one,two, or three years) received approval of a majority of votescast on the matter andthe conipany hasadoptéda policy on the ffequency of say-on-pay votes

(BULurrIN No.267,10-15-12)

Rule 14a-8 Regulations 14A,14C,and 14N(Proxy Rules) 5729

that is consistentwith the choice of themajority of votes cast in the most recent shareholdervote required by §240 14a-21(b)of this chapter.

(11) Duplicadon: If the proposaí substantially duplicates another proposal previously sub-mitted to the company by another proponent that will be included in the company's proxy materialsfor the same meeting;

(12) Resubmissions: If the proposal deals with substantially the same subject matter asanother proposal or proposals that has or have been previously included in the company's proxymaterials within the preceding 5 calendar years, a company may exclude it from its proxymaterials for any meeting held within 3 calendar years of the last time it was included if theproposal received:

(i) Less than 3% of the vote if proposedonce within the preceding 5 calendar years;

(ii) Lessthan 6% of the vote on its last submissionto shareholders if proposed twice previouslywithin the preceding 5 calendar years; or

(iii) Less than 10%of the vote on its last submissionto shareholders if proposedthree times ormore previously within the preceding5 calendar years; and

(L3) Specific Amouni of Dividends: If the proposal relates to specific amounts of cash or stockdividends.

(j) Question 10: What procedures must the company follow if it intends to exclude myproposal?

(1) If the company intends to exclude a proposal from its proxy materials, it must file its reasonswith the Commission no later than 80 calendar days before it files its definitive proxy statement andform of proxy with the Commission.Thecompany must simultaneously provide you with a copyof itssubmission:The Commissionstaff may permit the companyto make its submission later than80 daysbefore thecompany files its definitive proxy statement and fonnof proxy, if thecompanydemonstratesgood causefor missing the deadline,

(2) The company must file six paper copies of the following:

(i) The proposal;

(ii) An explanation of why the company believes that it may exclude the proposal, whichshould, if possible, refer to the most recent applicable authority, such as prior Division letters issuedunder the rule; and

(iii) A supporting opinion of counsel when such reasonsare based on matters of state orforeign law.

(k) Question 11: May I submit my own statement to the Commission responding to thecompany's arguments?

Yes you may subruit a response, but it is not required, Youshould try to submit any responseto us,with a copy to the company, as soon as possible after the company rnakesits sbmission. Thisway, the Commission staff will have time to consider fully your submission before it issues itsresponse.You should submit six paper copies of your response.

(1) Question 12: If the company includes my shareholder proposal in its proxy materials,what information about me must it include along with the proposal itself?

(1) The company's proxy statement must include your name and address, as well as thenumber of the company's voting securities that you hold. However, instead of providing that

(BULLETIN No.267,1045-12)

Rule 143-9 Regulations 14A,14Ceand-14N-(Proxy Rules) 5730

infortnation, the company may instead include a statement that it- will provide the information toshareholders promptly upon receiving an oral or writtea request.

(2) The company is not responsible for the contents of your proposal or supporting statement.

(m) Question 13: What can I do if the company includes in its proxy statement reasonswhy it believes shareholders should not vote in favor of my proposal, and 1disagree with someof its statements?

(1)The company mayelect to include in its proxystatement reasons why it believes shareholdersshould vote against your proposat'the company is allowed to make arguments reflecting its own pointof view, just as you may express your own point of view in your proposal!s supporting statement.

(2) However, if you believe that the company'sopposition to your proposal contains materiallyfalse or misleading statements that may violate our anti-fraud mle, Rule 14a-9, you should promptlysend to the Commission staff and the company a letter explaining the reasons for your view, alongwith a copy of the company's statements opposing your proposal. To the extent possible, your letter

should include specific factual information demonstraling the inaccuracyof thecompany's claims.Tingepermining, you may wish to try to work out your differences with the company by yourselfbefore contacting the Commissionstaff.

(3) We require the company to send you a copy of its statements opposing your proposalbefore it sends its proxy materials, so that you may bring to our attention any materially false ormisleading statements, under the following timeframes:

(i) If our no-action response requires that you make revišions to your proposal or supportingstatement as a condition to requiring the company to include it in its proxy materials, then thecompany must provide you with a copy of its opposition statements no later than 5 cólendar daysafter the company receives acopy of your revised proposal; or

(ii) In all other cases,the companymust provide yòu SiNa copy of its opposition statementsno later than 30 calendar days before it files definitive copies of its proxy statement and form ofproxy under Rule 14a-6.

Rule 14a-9. False or Misleading Statements.

(a) No solicitation subject to this regulation shall be made by means of any proxy statement,form of proxy, notice of meeting or other communication, written or oral, containing any statementwhich, at the time and in the light of the circumstances under which it is made, is false ormisleading with respectto any material fact or which omits to state any material fact necessary inorder to make the statements therein not false or misleading or necessary to correct any statement inány cadier communication with respect to the solicitation of a proxy for the same meeting orsubject matter which hasbecomefalse or misleading.

(b) The fact that a proxy statement,form of proxy or other soliciting material hasbeen filedwith or examined by the Commission shall not be deemed a finding by the Commission that suchmaterial is accurate or complete or not false or misleading, or that the Conunission has passed uponthe merits of or approved any statement contained therein or any matter to be acted upon by securityholders. No representation contrary to the foregoing shall be made.

(c) No nominee, nominating shamholder or nominating shareholdergroup, or any memberthereof,shalleauseto be included ina registrant*s proxy materials,either pursuant to theFederalproxyrules,an appUcable state or foreign lawprovision, or a registrant's goveming documents asthey relateto including shareholder nomineesfor director in a registran¶sptoxy materials,include in a notite onSchedule 14N (§240.14n-101),or include in any other related communication, any statement which, at

the time andin the lightof the circumstances under which it is made,is falsoormisleading with respectto any material fact, or which omits to state any material fact necessaryin order to make the statementstherein not false or misleading or necessary to correct any statementin any earlier communication withrespect to a solicitation for the same meeting or subject matter which has become false or misleading.

(BULLEHN No.267,10-15-12)

' Staff Legal Bulletin No.14F (ShareholderProposals) Page 1of 9

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U.S.Secunties and Exchange Commissio

Division of Corporation FinanceSecurities and Exchange Commission

Shareholder Proposals

Staff Legal Bulletin No.14F (CF)

Action: Publication of CF Staff Legal Bulletin

Date: October 18, 2011

Summary: This staff legal bulletin provides information for companies andshareholders regarding Rule 14a-8 under the Securities Exchange Act of1934.

Supplementary Information: The statements in this bulletin representthe views of the Division of Corporation Finance (the "Division"). Thisbulletin is not a rule, regulation or statement of the Securities andExchange Commission (the "Commission"). Further, the Commission hasneither approved nor disapproved its content.

Contacts: For further information, please contact the Division's Office ofChief Counsel by calling (202) 551-3500 or by submitting a web-basedrequest form at https://tts.sec.gov/cgiebin/corp_fin_interpretive.

A.The purpose of this bulletin

This bulletin is part of a continuing effort by the Division to provideguidance on important issues arising under Exchange Act Rule 14a-8.Specifically, this bulletin contains information regarding:

• Brokers and banks that constitute "record" holders under Rule 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner iseligible to submit a proposal under Rule 14a-8;

• Common errors shareholders can avoid when submitting proof ofownership to companies;

• The submission of revised proposals;

• Procedures for withdrawing no-action requests regarding proposalssubmitted by multiple proponents; and

• The Division's new process for transmitting Rule 14a-8 no-actionresponses by email.

You can find additional guidance regarding Rule 14a-8 in the followingbulletins that are available on the Commission's website: SLB No. 14, SI-_B

httn-//wwwsee onv/interns/leanl/cfslbl4f.htm 10/30/2012

Staff Legal Bulletin No.14F(ShareholderProposals) Page 2 of 9

No.14A, SLB No.14By SLB No.14C, SLB No. 14D and SLB No. 14E.

B.The types of brokers and banks that constitute "record" holdersunder Rule 14a-8(b)(2)(i) for purposes of verifying whether abeneficial owner is eligible to submit a proposal under Rule 14a-8

1.Eligibility to submit a proposal under Rule 14a-8

To be eligible to submit a shareholder proposal, a shareholder must havecontinuously held at least $2,000 in rnarket value, or 1%, of the company'ssecurities entitled to be voted on the proposal at the shareholder meetingfor at least one year as of the date the shareholder submits the proposal.The shareholder must also continue to hold the required amount ofsecurities through the date of the meeting and must provide the companywith a written statement of intent to do so.1

The steps that a shareholdet must take to verify his or her eligibility tosubmit a proposal depend on how the shareholder owns the securities.There are two types of security holders in the U.S.: registered owners andbeneficial owners.2 Registered owners have a direct relationship with theissuer because their ownership of shares is listed on the records maintainedby the issuer or its transfer agent. If a shareholder is a registered owner,the company can independently confirm that the sharehoider's holdingssatisfy Rule 14a-8(b)'s eligibility requirement.

The vast majority of investors in shares issued by U.S.companies,however, are beneficial owners, which means that they hold their securitiesin book-entry form through a securities intermediary, such as a broker or abank. Beneficial owners are sometimes referred to as "street name"holders. Rule 14a-8(b)(2)(i) provides that a beneficial owner can provideproof of ownership to support his or her eligibility to submit a proposal bysubmitting a written statement "from the 'record' holder of [the] securities(usually a broker or bank)," verifying that, at the time the proposal wassubmitted, the shareholder held the required amount of securitiescontinuously for at least one year.3

2.The role of the Depository Trust Company

Most large U.S.brokers and banks deposit their customers' securities with,and hoki those securities through, the Depository Trust Company ("DTC"),a registered clearing agency acting as a securities depository. Such brokersand banks are often referred to as "participants" in DTC.AThe names ofthese DTC participants, however, do not appear as the registered owners ofthe securities deposited with DTC on the list of shareholders maintained bythe company or, more typically, by its transfer agent. Rather, DTC'snominee, Cede & Co.,appears on the shareholder list as the sole registeredowner of securities deposited with DTC by the DTC participants. A companycan request from DTC a "securities position listing" as of a specified date,which identifies the DTC participants having a position in the company'ssecurities and the number of securities held by each DTC participant on thatdate.ä

3.Brokers and banks that constitute "record" holders under Rule

14a-8(b)(2)(i) for purposes of verifying whether a beneficialowner is eligible to submit a proposal under Rule 14a-8

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In The Hain Celestial Group, Inc. (Oct. 1, 2008), we took the position thatan introducing broker could be considered a "record" holder for purposes ofRule 14a-8(b)(2)(i). An introducing broker is a broker that engages in salesand other activities involving customer contact, such as opening customeraccounts and accepting customer orders, but is not permitted to maintaincustody of customer funds and securities? Instead, an introducing brokerengages another broker, known as a "clearing broker," to hold custody ofclient funds and securities, to clear and execute customer trades, and tohandle other functions such as issuing confirmations of customer trades andcustomer account statements. Clearing brokers generally are DTCparticipants; introducing brokers generally are not.As introducing brokersgenerally are not DTC participants, and therefore typically do not appear onDTC's securities position listing, Hain Celestisi has required companies toaccept proof of ownership letters from brokers in cases where, unlike thepositions of registered owners and brokers and banks that are DTCparticipants, the company is unable to verify the positions against its ownor its transfer agent's records or against DTC's securities position listing.

In light ofquestions we have received following two recent court casesrelating to proof of ownership under Rule 14a-8Z and in light of theCorrimission's discussion of registered and beneficial owners in the ProxyMechanics Concept Release, we have reconsidered our views as to whattypes of brokers and banks should be considered "record" holders underRule 14a-6(b)(2)(i). Because of the transparency of DTC participants'posítions in a company's securities, we will take the view going forwardthat, for Rule 14a-8(b)(2)(i) purposes, only DTC particípants should beviewed as "record" holders of securities that are deposited at DTC. As aresult, we will no longer follow Hain Celestial.

We believe that taking this approach as to who constitutes a "record"holder for purposes of Rule 14a-8(b)(2)(i) will provide greater certainty tobeneficial owners and companies. We also note that this approach isconsistent with Exchange Act Rule 1295-1 and a 1988 staff no-action letteraddressing that rule? under which brokers and banks that are DTCparticipants are considered to be the record holders of securities on depositwith DTC when calculating the number of record holders for purposes ofSections 12(g) and 15(d) of the Exchange Act.

Companies have occasionally expressed the view that, because DTC'snominee, Cede & Co.,appears on the shareholder list as the sole registeredowner of securities deposited with DTC by the DTC participants, only DTC orCede & Co.should be viewed as the "record" holder of the securities heldon deposit at DTC for purposes of Rule 14a-8(b)(2)(i). We have neverinterpreted the rule to require a shareholder to obtain a proof of ownershipletter from DTCor Cede & Co.,and nothing in this guidance should beconstrued as changing that view.

How can a shareholder determine whether his or her broker or bank is aDTC participant?

Sharehoidets and companies can confirm whether a particular broker orbank is a DTC participant by checking DTC's participant list, which iscurrently available on the Internet athttp://www.dtcc.com/downloads/membership/directories/dtc/alpha.pdf.

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What ifa sharehoider's broker or bank is not on DTC's participant|ist?

The shareholder will need to obtain proof of ownership from the DTCparticipant through which the securities are held.The shareholdershould be able to find out who this DTC participant is by asking theshareholder's broker or bank.2

If the DTC participant knows the shareholder's broker or bank'sholdings, but does not know the shareholder's holdings, a shareholdercould satisfy Rule 14a-8(b)(2)(i) by obtaining and submitting two proofof ownership statements verifying that, at the time the proposal wassubmitted, the required arnount of securities were continuously held forat least one year - one from the shareholder's broker or bankconfirming the shareholder's ownership, and the other from the DTCparticipant confirming the broker or bank's ownership.

How will the staff process no-action requests that argue for exclusion onthe basis that the shareholder's proof of ownership is not from a DTCparticipant?

The staff will grant no-action reitef to a cornpany on the basis that theshareholder's proof of ownership is not from a DTC participant only ifthe company's notice of defect describes the required proof ofownership in a manner that is consistent with the guidance contained inthis bulletin. Under Rule 14a-8(f)(1), the shareholder will have anopportunity to obtain the requisite proof of ownership after receiving thenotice of defect.

C.Common errors sharehoiders can avoid when submitting proof ofownership to companies

In this section, we describe two common errors shareholders make whensubmitting proof of ownership for purposes of Rule 14a-8(b)(2), and weprovide guidance on how to avoid these errors.

First, Rule 14a-8(b) requires a shareholder to provide proof of ownershipthat he or she has "continuously held at least $2,000 in market value, or1%, of the company's securities entitled to be voted on the proposal at therneeting for at least one year by the date you submit theDroposal" (emphasis added).E We note that many proof of ownershipletters do not satisfy this requirement because they do not verify theshareholder's beneficial ownership for the entire one-year period precedingand including the date the proposal is submitted. In some cases, the letterspeaks as of a date before the date the proposal is submitted, therebyleaving a gap between the date of the verification and the date the proposalis submitted. In other cases, the letter speaks as of a date after the datethe proposal was submitted but covers a period of only one year,.thusfalling to verify the shareholder's beneficial ownership over the required fullone-year period preceding the date of the proposal's submíssion.

Second, many letters fail to confirm continuous ownership of the sécurities.This can occur when a broker or bank submits a letter that confirms the

shareholder's beneficial ownership only as of a specified date but omits any

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reference to continuous ownership for a one-year period.

We recognize that the requirements of Rule 14a-8(b) are highly prescriptiveand can cause inconvenience for shareholders when submitting proposals.Although our administration of P,ule14a-8(b) is constrained by the terms ofthe rule, we believe that shareholders can avoid the two errors highlightedabove by arranging to have their broker or bank provide the requiredverification of ownership as of the date they plan to submit the proposalusing the following format:

"As of [date the proposal is submitted}, [name of shareholder]held, and has held continuously for at least one year, [numberof securities] shares of [company name] [cíass of securities]."M

As discussed above, a shareholder may also need to provide a separatewritten statement from the DTC participant through which the shareholder'ssecurities are held if the shareholder's broker or bank is not a DTCparticipant.

D.The submission of revised proposals

On occasion, a shareholder will revise a proposal after submitting it to acompany. This section addresses questions we have received regardingrevisions to a proposal or supporting statement.

i. A shareholder submits a timely proposai. The shareholder thensubmits a revised proposal before the company'sileadline forreceiving proposals. Must the company accept the revisions?

Yese In this situation, we believe the revised proposal serves as areplacement of the initial proposal. By submitting a revised proposal, theshareholder has effectively withdrawn the initial proposal. Therefore, theshareholder is not in violation of the one-proposal limitation in Rule 14a-8(c)N If the cornpany intends tonubmit a rio-action request, it must do sowith respect to the revised proposal.

We recognize that in Question and Answer E.2of SLB No.14, we indicatedthat if a shareholder makes revisions to a proposal before the companysubmits its no-action request, the company can choose whether to acceptthe revisions. However, this guidance has led some companies to believethat, in cases where shareholders attempt to make changes to an initialproposal, the company is free to ignore such revisions even if the revisedproposal is submitted before the company's deadline for receivingshareholder proposals. We are revising our guidance on this issue to makeclear that a company may not ignore a revised proposal in this situationN

2.A shareholder submits a timely proposal. After the deadline forreceiving proposals, the shareholder submits a revised proposal.Must the company accept the revisions?

No. If a shareholder submits revisions to a proposal after the deadline forreceiving proposals under Rule 14a-8(e), the company is not required toaccept the revisions. However, if the company does not accept therevisions, it must treat the revised proposal as a second proposai and

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submit a notice stating its intention to exclude the revised proposal, asrequired by Rule 14a-8(j). The company's notice may cite Rule 14a-8(e) asthe reason for excluding the revised proposal. If the company does notaccept the revisions and intends to exclude the initial proposal, it wouldalso need to submit its reasons for excluding the initial proposal.

3.If a shareholder submits a revised proposai, as of which datemust the shareholder prove his or her share ownership?

A shareholder must prove ownership as of the date the original proposal issubmitted. When the Commission has discussed revisions to proposals,E Ithas not suggested that a revision triggers a requirement to provide proof ofownership a second time. As outlined in Rule 14a-8(b), proving ownership -includes providing a written statement that the shareholder intends tocontinue to hold the securities through the date of the shareholder meeting.Rule 14a-8(f)(2) provides that if the shareholder "fails in [his or her]promise to hold the required number of securities through the date of themeeting of shareholders, then the company will be permitted to exclude allof [the same shareholder's] proposals from its proxy materials for anymeeting held in the following two calendar years." With these provisions inmind, we do not interpret Rule 14a-8 as requiring additional proof ofownership when a shareholder submits a revised proposal.E

E.Procedures for withdrawing no-action requests for proposalssubmitted by muitiple proponents

We have previously addressed the requirements for withdrawing a Rule143-8 no-action request in SLB Nos.14 and 14C.SLB No.14 notes that acompany should include with a withdrawal letter documentationdemonstrating that a shareholder has withdrawn the proposal. In caseswhere a proposal submitted by multiple shareholders is withdrawn, SLB No.14C states that, if each shareholder has designated a lead individual to acton its behalf and the company is able to demonstrate that the individual isauthorized to act on behalf of all ofthe proponents, the cornpany need onlyprovide a letter from that lead individual indicating that the lead individualis withdrawing the proposal on behalf of all of the proponents.

Because there is no relief granted by the staff in cases where a no-actionrequest is withdrawn following the withdrawal of the related proposal, werecognize that the threshold for withdrawing a no-action request need notbe overly burdensome. Going forward, we virill process a withdrawal requestif the company provides a letter from the lead filer that includes arepresentation that the lead filer is authorized to withdraw the proposal onbehalf of each proponent identified in the company's no-action request?

F.Use of email to transmit our Ruie 14a-8 no-action responses tocompanies and proponents

To date, the Division has transmitted copies of our Rule 14a-8 no-actionresponses, including copies of the correspondence we have received inconnection with such requests, by U.S.mail to companies and proponents.We also post our response and the related correspondence to theCommission's website shortly after issuance of our response.

In order to accelerate delivery of staff responses to companies and

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proponents, and to reduce our copying and postage costs, going forward,we intend to transmit our Rule 14a-8 no-action responses by email tocompanies and proponents. We therefore encourage both companies andproponents to include email contact information in any correspondence toeach other and to us.We will use U;S. mail to transmit our no-actionresponse to any company or proponent for which we do not have emailcontact information.

Given the availability of our responses and the related correspondence onthe Commission's website and the requirement under Rule 14a-8 forcompanies and proponents to copy each other on correspondencesubmitted to the Commission, we believe it is unnecessary to transmitcopies of the related correspondence along with our no-action response.Therefore, we intend to transmit only our staff response and not thecorrespondence we receive from the parties. We will continue to post to theCommission's website copies of this correspondence at the same time thatwe post our staff no-action response.

A See Rule 14a-8(b).

2 For an expianation of the types of share ownership in the U.S.,seeConcept Release on U.S.Proxy System, Release No.34-62495 (July 14,2010) [75 FR 42982] ("Proxy Mechanics Concept Release"), at Section II.A.The terrn "beneficial owner" does not have a uniform meaning under thefederal securities laws. It has a different meaning in this bulletin ascompared to "beneficial owner" and "beneficial ownership" in Sections 13and 16 of the Exchange Act.Our use of the term in this builetin is notintended to suggest that registered owners are not beneficial owners forpurposes of those Exchange Act provisions. See Proposed Amendments toRule 14a-8 under the Securities Exchange Act of 1934 Relating to Proposaisby Security Holders, Release No.34-12598 (July 7, 1976) [41 FR 29982],at n.2 ("The term 'beneficial owner' when used in the context of the proxyrules, and in tight of the purposes of those rules, may be interpreted tohave a broader meaning than it would for certain other purpose[s] underthe federal securities laws, such as reporting pursuant to the WilliamsAct.").

3 If a shareholder has filed a Schedule 13D, Schedule 13G, Form 3, Form 4or Form 5 reflecting ownership of the required amount of shares, theshareholder may instead prove ownership by submitting a copy of suchfilings and providing the additional information that is described in Rule14a-8(b)(2)(ii).

A DTC holds the deposited securities in "fungible bulk," meaning that thereare no specifically identifiable shares directly owned by the DTCparticipants. Rather, each DTC participant holds a pro rata interest or

- position in the aggregate number of shares of a particular issuer held atDTC.Correspondingly, each customer of a DTC participant - such as anindividual investor - owns a pro rata interest in the shares in which the DTCparticipant has a pro rata interest. See Proxy Mechanics Concept Release,at Section II.B.2.a.

â See Exchange Act Rule 17Ad-8.

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ESee Net Capital Rule,Pselease No.34-31511 (Nov. 24, 1992) [57 FR56973] ("Net Capital Rule Release"), at Section ILC.

Z See KBR Inc. v.Chevedden, Civil Attlon No.H-11-0196, 2011 U.S.Dist.LEXIS 36431, 2011 WL 1463611 (S.D.Tex.Apr. 4, 2011); Apache Corp.v.Chevedden, 696 F.Supp. 2d 723 (S.D.Tex. 2010). In both cases, the courtconcluded that a securities intermediary was not a record holder forpurposes of Rule 14a-8(b) because it did not appear on a list of thecornpany's non-objecting beneficial owners or on any DTC securitiesposition listing, nor was the intermediary a DTC participant.

A Techne Corp. (Sept. 20, 1988).

2 In addition, if the shareholder's broker is an introducing broker, theshareholder's account statements should include the clearing broker'sidentity and telephone number. See Net Capital Rule Release, at SectionII.C.(iii). The dearing broker will generally be a DTC participant.

2 For purposes of Rule 14a-8(b), the submission date of a proposal willgenerally precede the company's receipt date of the proposal, absent theuse of electronic or other means of same-day delivery.

2 This format is acceptable for purposes of Rule 14a-8(b), but it is notmandatory or exclusive.

As such, it is not appropriate for a company to send a notice of defect formuitiple proposals under Paule 14a-8(c) upon receiving a revised proposaL

This position will apply to all proposals submitted after an initial proposalbut before the company's deadline for receiving proposals, regardless ofwhether they are explicitly labeled as "revisions" to an initial proposal,uniess the shareholder affirmatively indicates an intent to submit a second,additional proposal for inclusion in the company's proxy materials. In thatcase, the company must send the shareholder a notice of defect pursuantto Rule 14a-8(f)(1) if it intends to exclude either proposal from its proxymaterials in reliance on Rule 14a-8(c). In light of this guidance, withrespect to proposals or revisions received before a company's deadline forsubmission, we will no longer follow Layne Christensen Co.(Mar. 21, 2011)and other prior staff no-action letters in which we took the view that aproposal would violate the Rule 14a-8(c) one-proposal limitation if suchproposal is submitted to a company after the company has either submitteda Rule 14a-8 no-action request to exclude an earlier proposal submitted bythe same proponent or notified the proponent that the earlier proposal wasexcludable under the rule.

H See, e.g.,Adoption of Amendments Relating to Proposals by SecurityHoiders, Release No.34-12999 (Nov. 22, 1976) [41 FR 52994].

Because the relevant date for proving ownership under Rule 14a-8(b) isthe date the proposal is submitted a proponent who does not adequatelyprove ownership in connection with a proposal is not permitted to submitanother proposal for the same meeting on a iater date.

E Nothing in this staff position has any effect on the status of any

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shareholder proposal that is not withdrawn by the proponent or itsauthorized representative.

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U.S.Securities and Exchange Commissio

Division of Corporation FinanceSecurities and Exchange Commission

Shareholder Proposals

Staff Legal Bulletin No. 14G (CF)

Action: Publication of CF Staff Legaf Bulletin

Date: October 16, 2012

Summary: This staff legal bulletin provides information for companies andshareholders regarding Rule 14a-8 under the Securities Exchange Act of1934.

Supplementary Information: The statements in this bulletin representthe views of the Division of Corporation Finance (the "Division"). Thisbulletin is not a rule, regulation or statement of the Securities andExchange Commission (the "Commission"). Further, the Commission hasneither approved nor disapproved its content.

Contacts: For further information, please contact the Division's Office ofChief Counsel by calling (202) 551-3500 or by submitting a web-basedrequest form at https://tts.sec.gov/cgi-bin/corp_fin-interpretive.

A.The purpose of this bulletin

This bulletin is part of a continuing effort by the Division to provideguidance on important issues arising under Exchange Act Rule 14a-8.Specifically, this bulletin contains information regarding:

• the parties that can provide proof of ownership under Role 14a-8(b)(2)(i) for purposes of verifying whether a beneficial owner is eligibleto submit a proposal under Rule 14a-8;

• the manner in which companies should notify proponents of a failureto provide proof of ownership for the one-year period required underRule 14a-8(b)(1); and

• the use of website references in proposals and supporting statements.

You can find additional guidance regarding Rule 14a-8 in the followingbulletins that are available on the Commission's website: SLB No. 14, .S_lgNo. 14A, SLB No. 14B, SLB No. 14C SLB No. 14D, SLB No.14E and .SlåNo. 14F.

B.Parties that can provide proof of ownership under Rule 14a-8(b)

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(2)(1) for purposes of verifying whether a beneficial owner iseligible to submit a proposal under Rule 14a-8

1.Sufficiency of proof of ownership letters provided byaffiliates of DTC participants for purposes of Rule 14a-8(b)(2)(i)

To be eligible to submit a proposal under Rule 14a-8, a shareholder must,among other things, provide documentation evidencing that theshareholder has continuously held at least $2,000 in market value, or 1%,of the company's securities entitled to be voted on the proposal at theshareholder meeting for at least one year as of the date the shareholdersubmits the proposaL If the shareholder is a beneficial owner of thesecurities, which means that the securities are held in book-entry formthrough a securities intermediary, Rule 14a-8(b)(2)(i) provides that thisdocumentation can be in the form of a "written statement from the 'record'holder of your securities (usually a broker or bank)...."

In SLB No.14F, the Division described its view that oniy securitiesintermediaries that are participants in the Depository Trust Company("DTC") should be viewed as "record" holders of securities that aredeposited at DTC for purposes of Rule 14a-8(b)(2)(i). Therefore, abeneficial owner must obtain a proof of ownership letter from the DTCparticipant through which its securities are held at DTC in order to satisfythe proof of ownership requirements in Rule 14a-8.

During the most recent proxy season,some companies questioned thesufficiency of proof of ownership letters frorn entities that were notthemselves DTC participants, but were affiliates of DTC participants.1 syvirtue of the affiliate relationship, we believe that a securities intermediaryholding shares through its affiliated DTC participant should be in a positionto verify its customers' ownership of securities. Accordingly, we are of theview that, for purposes of Rule 14a-8(b)(2)(i), a proof of ownership ietterfrom an affiliate of a DTC participant satisfies the requirement to provide aproof of ownership letter from a DTC participant.

2.Adequacy of proof of ownership letters from securitiesintermediaries that are not brokers or banks

We understand that there are circumstances in which securitiesintermediaries that are not brokers or banks maintain securities accounts inthe ordinary course of their business. A shareholder who holds securitiesthrough a securities intermediary that is not a broker or bank can satisfyRule 14a-8's documentation requirement by submitting a proof ofownership letter from that securities interrnediary.2 If the securitiesintermediary is not a DTC participant or an affiliate of a DTC participant,then the shareholder will also need to obtain a proof of ownership letterfrom the DTC participant or an affiliate of a DTC participant that can verifythe holdings of the securities intermediary.

C.Manner in which companies should notify proponents of a failureto provide proof of ownership for the one-year period requiredunder Rule 14a-8(b)(1)

As discussed in Section C of SLB No.14F, a common error in proof of

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ownership letters is that they do not verify a proponent's beneficialownership for the entire one-year period preceding and including the datethe proposal was submitted, as required by Rule 14a-6(b)(1). In somecases, the letter speaks as of a date before the date the proposal wassubmitted, thereby leaving a gap between the date of verification and thedate the proposal was submitted. In other cases,the letter speaks as of adate after the date the proposal was submitted but covers a period of onlyone year, thus failing to verify the proponent's beneficial ownership overthe required full one-year period preceding the date of the proposal'ssubmission.

Under Rule 14a-8(f), if a proponent fails to follow one of the eligibility orprocedural requirements of the rule, a company may exclude the proposalonly if it notifies the proponent of the defect and the proponent fails tocorrect it. In SLB No. 14 and SLB No.14B, we explained that companiesshould provide adequate detail about what a proponent must do to remedyall eligibility or procedural defects.

We are concerned that companies' notices of defect are not adequatelydescribing the defects or explaining what a proponent must do to remedydefects in proof of ownership letters. For example, some companies' noticesof defect make no mention of the gap in the period of ownership covered bythe proponent's proof of ownership letter or other specific deficiencies thatthe company has identified We do not believe that such notices of defectserve the purpose of Rule 14a-8(f).

Accordingly, going forward, we will not concur in the extlusion of a proposalunder Rules 14a-8(b) and 14a-8(f) on the basis that a proponent's proof ofownership does not cover the one-year period preceding and including thedate the proposal is submitted unless the company provides a notice ofdefect that identifies the specific date on which the proposal was submittedand explains that the proponent must obtain a new proof of ownershipletter verifying continuous ownership of the requisite amount of securitiesfor the one-year period preceding and including such date to cure thedefect. We view the proposal's date of submission as the date the proposalis postmarked or transmitted electronically. Identifying in the notice ofdefect the specific date on which the proposal was submitted will help aproponent better understand how to remedy the defects described aboveand will be particularly helpful in those instances in which it may be difficultfor a proponent to determine the date of submission, such as when theproposal is not postmarked on the sarne day it is placed in the mail. Inaddition, companies should include copies of the postmark or evidence ofelectronic transnlission with their no-action requests,

D.Use of website addresses in proposals and supportingstatements

Recently, a number of proponents have included in their proposals or intheir supporting statements the addresses to websites that provide moreinformation about their proposals. In some cases, companies have soughtto exclude either the website address or the entire proposal due to thereference to the website address.

In SLB No. 14, we explained that a reference to a website address in aproposal does not raise the concerns addressed by the 500-word limitation

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in Rule 14a-8(d). We continue to be of this view and, accordingly, we willcontinue to count a website address as one word for purposes of Rule 14a-8(d). To the extent that the company seeks the excluslon of a websitereference in a proposal, but not the proposal itself, we will continue tofollow the guidance stated in SLB No.14, which provides that references towebsite addresses in proposals or supporting statements could be subjectto exclusion under Rule 14a-8(i)(3) if the information contained on thewebsite is materially false or misieading, irrelevant to the subject matter ofthe proposal or otherwise in contravention of the proxy rules, including Rule14a-9.3

In light of the growing interest in including references to website addressesin proposals and supporting statements, we are providing additionalguidance on the appropriate use of website addresses in proposals andsupporting statements.A

1.References to website addresses in a proposal orsupporting statement and Rule 14a-8(i)(3)

References to websites in a proposal or supporting statement may raiseconcerns urider Rule 14a-8(i)(3). In SLB No.148, we stated that theexclusion of a proposal under Rule 14a-8(i)(3) as vague and indefinite maybe appropriate if neither the shareholders voting on the proposal, nor thecompany in implementing the proposal (if adopted), would be able todeterrnine with any reasonable certainty exactly what actions or measuresthe proposal requires. In evaluating whether a proposai may be excludedon this basis, we consider only the information contained in the proposaland supporting statement and determine whether, based on thatinformation, shareholders and the company can determine what actions theproposal seeks.

If a proposal or supporting statement refers to a website that providesinformation necessary for shareholders and the company to understandwith reasonable certainty exactly what actions or measures the proposalrequires, and such information is not also contained in the proposal or inthe supporting statement, then we believe the proposal would raiseconcerns under Rule 14a-9 and would be subject to exclusion under Rule14a-8(i)(3) as vague and indefinite. By contrast, if shareholders and thecompany can understand with reasonable certainty exactly what actions ormeasures the proposal requires without reviewing the information providedon the website, then we believe that the proposal wouid not be subject toexclusion under Rule 14a-8(i)(3) on the basis of the reference to thewebsite address. In this case, the inforrnation on the website onlysupplements the information contained in the proposal and in thesupporting statement.

2. Providing the company with the materials that wiil bepublished on the referenced website

We recognize that if a proposal references a website that is not operationalat the time the proposal is submitted, it will be impossible for a company orthe staff to evaluate whether the website reference may be excluded. Inour view, a reference to a non-operational website in a proposal orsupporting statement could be excluded under Rule 14a-8(i)(3) asirrelevant to the subject rnatter of a proposai. We understand, however,

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that a proponent may wish to include a reference to a website containinginformation related to the proposal but wait to activate the website until itbecomes clear that the proposal will be included in the company's proxymaterials. Therefore, we will not concur that a reference to a website maybe excluded as irrelevant under Rule 14a-8(i)(3)- on the basis that it is notyet operational if the proponent, at the time the proposal is submitted,provides the company with the materials that are intended for publicationon the website and a representation that the website will becorneoperational at, or prior to, the time the company files its definitive proxymateriaisi

3.Potential issues that may arise if the content of areferenced website changes after the proposal is submitted

To the extent the information on a website changes after submission of aproposal and the company believes the revised information renders thewebsite reference excludable under Rule 14a-8, a cornpany seeking ourconcurrence that the website reference may be excluded must submit aletter presenting its reasons for doing so. While Rule 14a-8(j) requires acompany t;osubmit its reasons for exclusion with the Commission no laterthan 80 calendar days before it files its definitive proxy materials, we mayconcur that the changes to the referenced website constitute "good cause"for the company to file its reasons for excluding the website reference afterthe 80-day deadline and grant the company's request that the 80-dayrequirement be waived.

An entity is an "affiliate" of a DTC participant if such entity directly, orindirectly through one or more intermediaries, controls or is controlled by,or is under common control with, the DTC participant.

2 Rule 14a-8(b)(2)(i) itself acknowledges that the record holder is "usually,"but not aiways, a broker or bank.

A Rule 14a-9 prohibits staternents in proxy materials which, at the time andin the light of the circumstances under which they are made, are false ormisleading with respect to any material fact, or which omit to state anymaterial fact necessary in order to make the statements not false ormisleading.

A A website that provides more information about a shareholder proposalmay constitute a proxy solicitation under the proxy rules. Accordingly, weremind shareholders who elect to include website addresses in theirproposals to comply with ali applicable rules regarding proxy solleitations,

http://www.sec.gov/interps/legal/cfstb14g.htro

Home | Previous Page Modified: 10/16/2012

Exhibit C

Copy of TD Ameritrade Letter

Ameritrade

Po - to Fax Note 7671 Da ejpp/

cajoept, Co

11/01/2014 *** FBMA & OMB Memorandum M-07-16***

Voye d'7d ifÈ�4X_˜_Fan0

James McRitchieand MyraR, Young


Re: Your TD AmeritraWMEdMt En6log3rMemorandum M-07-16***

DearJames McRitchieand Myra K.Young,

Thank you for allowing meto assist youtoday. Pursuant to your request, this letter is to confirm thatas of the dateof this letter, James McRitchie andMyraK.Younghold,and had beid continuously for atleast .thirteen months,40 sharesof Coca Cola(KO) commoh stockin ttfritt ir4SMM40GigrMemoskiliBum M-07-16***Amedtrade.The DTC cleadnghousenumber for TO Amerittade is 0188

If we can be of any further assistance,please let us knows Just tog in to your account and go to theMessage Center to wdie us.You can also cal Client Servleesat 80o-669-3á00.We'reavalíable24hoursa day, seven days aweek.

Sincerely,

William Walkor

Resource SpecialistTD Ameritrade

This iniormationis fymished aspart ola generafintormalion servicaand TD Amerilinde shaunot beliableforany damagesarislag out of any inaccuracy in the information. Because this information maydiner from your TD Ameritrade monthlyStatement.yOU Should relyonly onthe TD Ameriitade monthly Statement as the of5clal record of your TD Amerkradeaccount.

Market volaillity, volume,and system availability maydelayaccountaccessand tradoexecullons.

TDAmettirade,inor.member FINRA/SIPClNFA ( o finm.om .mAnnom .m.nfa futumanm1 TO Amerítrade ls etrademark jornuyowned by TD AmorRrado IPCompany,Inc, andThe Toronto-Dominion Bank.O 2013 TD Amoritrado tPCompany.loc.A#rights reserved.Used with permission.

TDA 6330 L 09/13

www.tdameritrada.com

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