Insight
In 1942, the U.S. Securities and Exchange Commission (SEC) promulgated its first rule regulating shareholder proposals – Rule 14a8. For more than seven decades, the shareholder proposal process it outlines has allowed both large and small shareholders to alert corporate boards and the investor community to their concerns and to request timely action on emerging, or neglected, issues.
Shareholder proposals and proxy voting are two key elements of shareholder democracy – and together, serve as cost-effective mechanisms for shareholders to monitor and hold corporate management accountable, to communicate collective shareholder views to the board, and to create and protect long-term value. However, over the last 18 months, there has been a marked increase in proposed state legislation that would prohibit state and municipal pension funds from implementing ESG investing strategies or utilizing asset managers that do so.
Numerous “anti-ESG” bills have been introduced in 37 states and a number of these bills have been passed into law, including a law in Texas mandating that state pension funds cut ties with investment firms seen to be “boycotting” fossil fuel companies by addressing climate risk in their portfolios. Yet, if implemented, these “anti-ESG” bills could cause considerable financial damage to state pension funds and their beneficiaries.
Current Initiatives:
Through a combination of legal action, letters to Congress, and joint statements, ICCR and its allies As You Sow, Jim McRitchie, The Investor Rights Forum, CERES, the Council of Institutional Investors, US SIF, and PRI are pushing back against the restrictions to shareholders’ rights and access to the corporate proxy.
Shareholder Rights and SEC Policy Resources
Read these resources related to the preservation of rule 14a-8 and shareholder democracy.
On January 7, 2026, ICCR filed a Motion for Summary Judgment in its challenge against Texas statute SB 2337. ICCR’s suit, filed in federal court in November 2025 and joined by United Church Funds and Ceres, focused on a newly-adopted law that imposes unprecedented and burdensome unconstitutional obligations on ICCR and similarly-situated organizations. ICCR’s argument […]
On December 11, 2025, the Trump Administration issued an Executive Order yesterday directing federal agencies to consider actions targeting proxy advisory firms, shareholder proposals, and ESG investing more broadly. In response, Josh Zinner, CEO of the Interfaith Center on Corporate Responsibility (ICCR), issued the following statement.
On November 5, 2025, A coalition of five leading investor organizations—including the AFL-CIO, Ceres, Interfaith Center on Corporate Responsibility (ICCR), Shareholder Rights Group, and US SIF submitted the following letter to SEC Chair Paul Atkins expressing serious concerns about his keynote speech at an October forum in Delaware. The speech triggered serious investor concerns regarding […]
On September 30, 2025 shareholder representatives As You Sow and Interfaith Center for Corporate Responsibility (ICCR) filed a request with the U.S. Securities and Exchange Commission (SEC) to rescind its effective approval of ExxonMobil’s “Retail Voting Program.” Exxon’s program, under the guise of ‘assisting’ retail voters, seeks to opt retail shareholders into a program that […]
On August 26, 2025, the Interfaith Center on Corporate Responsibility (ICCR), a coalition of over 300 institutional investors who, for more than 50 years, have been leaders in faith-consistent and sustainable investing, issued the following statement in defense of this practice as a question of religious freedom protected under the U.S. Constitution.
ICCR has been publishing the Proxy Resolutions and Voting Guide annually since 1974 as a way to educate and build support for member proposals. In it, you will find all ICCR member-sponsored proposals for 2025 corporate proxies along with a preliminary overview of the proxy season and short features from proponents about their engagements on key […]
Vote for the Special Meeting Proposal 8 and Against the Vague, Advisory Only, Special Meeting Proposal 7 Proposal 7 seems to be a bait and switch proposal that SNX put in its annual meeting proxy after Proposal 8 was submitted.Proposal 7 is vague on whether SNX can take shareholder approval of Proposal 7 as a […]
The investor right to file shareholder proposals has recently come under attack from legislation in Congress, lawsuits filed in the federal courts in Texas and new regulatory guidance from the SEC. “Shareholder Proposals: An Essential Investor Right,” published on February 24, 2025 by the Shareholder Rights Group, in conjunction with the Interfaith Center on Corporate […]
On Wednesday, February 18, ICCR, the Shareholder Rights Group, and As You Sow sent a letter to the Securities and Exchange Commission requesting that the Staff refrain from applying the guidance provided in Staff Legal Bulletin 14M to any shareholder proposals filed with companies prior to the issuance of the bulletin on February 12, 2025.
ICCR, along with the California Public Employees’ Retirement System, the California State Teachers’ Retirement System, NY Comptroller Brad Lander, Zevin Asset Management, and Trillium Asset Management, filed this amicus brief in the 5th circuit making the investor case in support of the FTC’s rule banning non-compete agreements.
U.S. Securities and Exchange Commission U.S. Chamber of CommerceWashington, D.C.July 22, 2008 Thank you, Steve [Law of the U.S. Chamber of Commerce], for that wonderful introduction. As you mentioned, this will be my last formal speech to an outside group before I leave the Commission. So this will be one of the last times that […]
The undersigned investors, fiduciaries, and organizations are writing in support of the pending rulemaking entitled Substantial Implementation, Duplication, and Resubmission of Shareholder Proposals Under Exchange Act Rule 14a-8. While the formal comment period has ended, we want to add to the public docket some important information that emerged after the comment period closed. Our experiences […]