Rule 14a-8 allows shareholders to include proposals in a company’s proxy materials. The Rule also permits the exclusion of a proposal on certain procedural and substantive grounds. In addition, the Rule specifies the process for omitting a proposal. Specifically, subsection (j) specifies that companies intending to exclude a shareholder proposal must “file its reasons” with the staff (the Staff) of the Securities and Exchange Commission (SEC) “no later than 80 calendar days” before the filing of the definitive proxy statement. The Staff uses the information to determine whether to issue a no-action letter allowing for exclusion of the proposal.