A non-binding proposal, based on language prepared by the US Proxy Exchange, to allow nominees proposed by owners of 1% or more of outstanding company stock held for at least two years or groups of 100 or more investors acting together and each owning at least $2,000 in company stock for at least one year.

A binding proposal, submitted in each case by Norges Bank Investment Management, to allow nominees proposed by owners of 1% or more of outstanding company stock held for at least one year.

A binding proposal to allow nominees proposed by owners of 2% or more of outstanding company stock held for at least one year.

Textron, Bank of America and Goldman Sachs focused on a provision in the submitted proposal stating that election of the shareholder nominees would not constitute a change in control of the company. These companies argued that, as a result of this provision, the US Proxy Exchange proposal was actually comprised of two proposals: one relating to proxy access and the other relating to what constitutes a change in control. This constituted a violation of Rule 14a-8(c) under the Exchange Act, which provides that a proponent may submit no more than one proposal. The SEC staff agreed, granting no-action relief on the basis that the submissions contained two separate and distinct proposals.

Sprint Nextel, MEMC Electronic Materials and Chiquita Brands focused on a different provision in the proposal stating that the company must include director nominees submitted by any group of 100 or more shareholders that meet the Rule 14a-8(b) eligibility requirements. These companies argued that this provision caused the proxy access proposal to be impermissibly vague and indefinite under Rule 14a-8(i)(3) under the Exchange Act because it did not describe the specific eligibility requirements. The SEC staff agreed, and granted no-action relief on the basis that neither shareholders nor the companies would be able to determine with any reasonable certainty exactly what actions or measures the proposals required.