The Securities and Exchange Commission (``we'' or ``Commission'') is adopting amendments to its rules on shareholder proposals. The amendments recast rule 14a-8 into a Question & Answer Format that both shareholders and companies should find easier to follow, and make other modifications to existing interpretations of the rule. We are also amending rule 14a-4 to provide clearer ground rules for companies' exercise of discretionary voting authority, and making related amendments to rule 14a-5.