You might recall that in 2015, the staff issued Staff Legal Bulletin 14H, narrowing the application of the 14a-8(i)(9) exclusion by redefining the meaning of "direct conflict." The SLB had followed a proxy season during which there was a surprising clash over the application of the "conflicting proposals" exclusion. The conflict arose originally in the context of a shareholder proposal for proxy access submitted to Whole Foods that would have permitted shareholders holding at least 3% of the company's voting securities to nominate up to 20% of the board. In its no-action request to the SEC, Whole Foods advised that it was submitting a management proxy access proposal at the same meeting that included different terms; for example, it would allow any single shareholder owning at least 9% of the company's common to submit nominations to be included in the company's proxy statement. The SEC permitted exclusion and, in view of its success, a significant number of companies then followed the Whole Foods model.