UPDATE (October 29, 2015): On October 22, 2015, the Staff of the Securities and Exchange Commission’s Division of Corporate Finance issued Staff Legal Bulletin No. 14H1, clarifying when a company may exclude a shareholder proposal on the basis that the proposal “directly conflicts” with a management proposal. Revisions to this Boardroom Perspectives to reflect the Staff’s position set forth in the Bulletin are displayed in italicized type.