Performance-Based Options Not Excludable from Shareholder Votes

In letters to Goldman Sachs and Texas Instruments, the SEC has ruled that companies cannot exclude shareholder proposals to require that options be performance based as "ordinary business matters." The letters follow a trend from the SEC to require companies to allow votes on how option plans are structured and accounted for. For details, see Goldman Sachs Group Inc., SEC No Action Letter, avail. 1/3/03 and Texas Instruments Inc., SEC No Action Letter, avail. 1/8/03.