On January 24, 2014, the SEC’s Division of Corporate Finance issued new Compliance and Disclosure Interpretations (“C&DIs”) regarding Rule 14a-4(a)(3) of the Securities Exchange Act of 1934 concerning the “unbundling” of separate matters that are submitted to a shareholder vote by a company or any other person soliciting proxy authority. The C&DIs clarify that multiple matters that are so “inextricably intertwined” as to effectively constitute a single matter need not be unbundled. In addition, according to the guidance, the staff would not ordinarily object to the bundling of multiple immaterial matters with a single material matter and, in determining materiality in this context, registrants should consider whether a matter substantively affects shareholder rights. The C&DIs can be found here