AFSCME v. AIG, Inc.
United States Court of Appeals for the Second Circuit
462 F.3d 121 (2d Cir. 2006)
AFSCME (plaintiff), a shareholder of AIG (defendant), submitted a bylaw-amendment proposal to create a general procedure letting certain shareholders include their own board nominees in AIG's proxy materials for future elections. AIG refused to include it, relying on an SEC rule excluding proposals that "relate to an election" to the board; AFSCME argued the word "an" limits that exclusion to proposals about a single, specific election, not a standing procedure for elections generally. The district court sided with AIG and dismissed AFSCME's suit.
Whether a shareholder proposal to establish a general nomination procedure for future board elections "relates to an election" under the SEC rule excluding such proposals from a proxy statement.