; and (2) if the most recent vote— (A) occurred in the preceding 3 calendar years; and (B) (i) if voted on once during such 5-year period, received less than 10 percent of the votes cast; (ii) if voted on twice during such 5-year period, received less than 20 percent of the votes cast; or (iii) if voted on three or more times during such 5-year period, received less than 40 percent of the votes cast. II No Expensive, Stifling Governance 201. Exclusion of certain shareholder proposals (a) Exclusion of certain shareholder proposals A shareholder proposal submitted to an issuer pursuant to section 240.14a-8 of title 17, Code of Federal Regulations, may be excluded by an issuer from its proxy or consent solicitation material for a meeting of the shareholders of such issuer if the shareholder proposal— (1) has been substantially implemented by the issuer by implementing policies, practices, or procedures that compare favorably with the guidelines of the proposal and address the proposal’s underlying concerns