On February 12, 2025 SEC issued Staff Legal Bulletin 14M, revising the Commission’s guidance on the scope and application of Exchange Act Rules 14a-8(i)(5) and 14a-8(i)(7). The new Bulletin rescinds the Commission’s prior guidance in Staff Legal Bulletin 14L, under which determining whether a shareholder proposal is significant enough to be included in a company’s proxy statement could include considering whether an issue has a significant social impact. Under SEC’s new guidance, a company’s own facts and circumstances are the key factor in deciding whether a shareholder proposal may be excluded.