Ps' pension plan holds 26,965 shares of voting common stock of D, a multi-national corporation operating in the insurance and financial services sectors. P submitted to D for inclusion in the Company's 2005 proxy statement a shareholder proposal that, if adopted by a majority of D shareholders at the Company's 2005 annual meeting, would amend the D bylaws to require the Company, under certain circumstances, to publish the names of shareholder-nominated candidates for director positions together with any candidates nominated by D's board of directors. The SEC issued a no-action letter in which it indicated that it would not recommend an enforcement action against D should D exclude the Proposal from its proxy statement. D excluded the Proposal. P brought suit seeking a court order compelling D to include the Proposal in its next proxy statement. The district court entered final judgment denying P's claims for declaratory and injunctive relief and dismissing P's complaint. P appealed.

This section contains the nature of the case and procedural background.

The legal issues presented in this case will be displayed here.

The court's holding and decision will be displayed here.

Legal analysis from Dean's Law Dictionary will be displayed here.