The proposal by James McRitchie would allow a shareholder or group of shareholders who have held 3% or more of Whole Foods' common stock for at least three years to nominate two directors to the company's board. In response, Whole Foods decided to sponsor a competing proposal with a much higher threshold–one that no shareholder currently meets–requiring a single shareholder to own at least 9% of its stock for at least five years. (Whole Foods later lowered the threshold to a single shareholder owning 5% for five years.) Whole Foods then asked the SEC to allow the company to exclude McRitchie's proposal pursuant to SEC Rule 14a-8(i)(9), which permits such exclusion if a shareholder proposal directly conflicts with a management proposal to be submitted at the same meeting.