In a rare move, the staff of the Securities and Exchange Commission has reversed course on a no-action request, clearing the way for Navistar shareholders to vote on a Teamsters’ proposal related to golden parachute agreements.
The proposal urges the board to adopt a policy of obtaining shareholder approval for future severance agreements that contemplate paying out more than two times the sum of an executive’s base salary plus bonus. Navistar had argued that a Dodd-Frank mandated shareholder say-on-pay vote would substantially implement the proposal’s objective. The SEC staff agreed, and granted Navistar no-action relief allowing it to exclude the proposal from its proxy materials in a Dec. 8 letter.
