The Advisors' Blog

– Liz Dunshee

We haven’t heard much lately about proxy disclosure lawsuits, but they haven’t disappeared. An Intel shareholder is seeking to enjoin a May 18 vote on the company’s amended and restated stock plan – which would add 33 million new shares & extend the term of the plan to 2020.

Here’s more detail from Jim Hamilton’s World of Securities Regulation (also see Steve Quinlivan’s blog):

According to the complaint, Intel’s 2017 Proxy Statement fails to report how many participants are in the plan and why they are receiving these awards. Under Exchange Act Rules 14a-3(a) and 14a-101, the complaint asserts, a proxy statement soliciting a vote on a plan under which compensation may be paid must contain information required by Item 10(a)(1) of Schedule 14A, including the class and number of persons eligible to participate and the basis for their participation. The complaint asks the court to enjoin the vote unless and until Intel furnishes a supplemental proxy statement making the required disclosures.

Yesterday, Intel filed a “Proxy Statement Supplement” – which in addition to responding to shareholder proposals & highlighting Intel’s accomplishments, spells out the number and class of plan participants.

We don’t know whether Intel made any settlement payment in connection with filing the supplement, or whether this complaint signals a renewed trend. But it wouldn’t hurt to check out Intel’s original Proxy Statement and flag this disclosure item for your future EIP proposals…