For decades, SEC rule 14a-8 has allowed shareholders to submit proposals for inclusion in a company’s proxy statement asking the company to consider additional material disclosures, policies, or governance changes. In September 2020, the SEC imposed a new rule that sharply restricts shareholders’ ability to submit proposals through dramatically increased requirements for the amount of stock held, the duration of stock ownership, and the votes required for resubmitting proposals.
In June of 2021, ICCR, As You Sow and James McRitchie filed a complaint in the District Court for the District of Columbia challenging the SEC’s recent amendments. The complaint, which you can read here, charges that the SEC’s rule changes, promulgated under the previous administration
Key Events
- In June of 2025, A federal judge dismissed the lawsuit.
- In December of 2021, the plaintiffs submitted a reply in support of a motion for summary judgement.
- In October of 2021, The Shareholder Commons filed an Amicus “friend of the court” brief in support of the plaintiffs.
- In September of 2021, The Council of Institutional Investors filed an Amicus “friend of the court” brief in support of the plaintiffs.
- In September of 2021 the plaintiffs filed a motion for summary judgement.
- In June of 2021, ICCR, As You Sow and James McRitchie filed a lawsuit to overturn the SEC’s revisions to rule 14a-8. Read the press release here.
- September 23, 2020 – The SEC revises Rule 14a-8, blocking most investors’ ability to file proxy proposals.