Rule 14a-8 shareholder proposal, not put to a vote · 2022
Humane World for Animals (formerly The Humane Society of the United States) at Brinker International
Ask Brinker to disclose an analysis of the practices in its supply chain that violate its Supplier Code of Conduct, including how each practice violates the code and how prevalent it is, together with what steps, if any, the company is taking to eliminate each area of misalignment, within six months, at reasonable cost and omitting proprietary information.
What happened
Result: The SEC staff refused Brinker's request to leave the proposal out of its 2022 proxy materials, writing on 15 September 2022 that it was unable to concur that the proposal could be excluded under Rule 14a-8(i)(7) because the proposal transcends ordinary business matters. The proposal is nevertheless absent from the proxy statement Brinker filed on 3 October 2022, and it was not among the five matters voted on at the annual meeting of 17 November 2022. It does not appear in the 2023 proxy statement either.
The proponent won the exclusion fight at the SEC and the proposal still never reached a ballot. No source opened for this row says why, so whether the Humane Society withdrew it, whether it was settled with the company, or whether it was left out for some other reason is unresolved and left for a person to settle.
https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2022/humanebrinker091522-14a8.pdf