Corporations Keyed to Klein
The New York City Employees
Plaintiff held a significant amount of shares in Defendant company. Plaintiff submitted a proposal, under Rule 14(a)-8(a) for an upcoming proxy statement that would ask for the board to nominate a committee to review three different health care options that the U.S. Congress was considering at the time. Plaintiff supported the proposal by noting that health care costs can sometimes represent half of a company’s costs and that the problem was worsening each year, and therefore the health care option chosen by Congress could significantly impact Defendant’s revenues. Defendant decided not to include the information because it fell into the Rule 14(a)-8(c) exceptions because the proposal concerned ordinary business operations outside of shareholder control, it was an insignificant relation to Dole’s business and the shareholders were beyond the power to effectuate. Defendant’s decision was affirmed by counsel for the SEC. Plaintiff then sought an injunction to prevent a prox y statement to be issued, or alternatively to send the proposal separately.
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