For over 45 years the shareholder proposal process has served as a cost-effective way for corporate management and boards of directors to gain a better understanding of shareholder priorities and concerns and to benefit from those insights on critical and emerging risks and opportunities.
And yet, there are efforts under way to curtail shareholder rights by changing the rules of the proxy process to make the filing of resolutions more onerous for investors.
Late last year, the SEC’s Division of Corporation Finance issued a Legal Bulletin (Staff Legal Bulletin No. 141 (CF)) regarding Rule 14a-8, which governs our ability to file shareholder resolutions. These changes have shown to have had an impact on the most recent shareholder season.
In response to these and other recent challenges to the proxy process – including legislative efforts, and the creation of the National Association of Manufacturers' funded "Main Street Investor Coalition" – ICCR has joined together with CERES, the Council of Institutional Investors, US SIF and PRI, and other stakeholders to defend shareholder rights.
Together, we are pressing key decision makers to preserve Rule 14a-8 in its present form, as the most effective and efficient means for shareholders to communicate with boards of directors, corporate management, and their fellow shareholders.
Updates and News:
October 24, 2018 - New SEC staff legal bulletin on shareholder proposals Staff Legal Bulletin No. 14J (CF)
September 21, 2018 - SEC Staff to Host Nov. 15 Roundtable on the Proxy Process [See Statement Announcing SEC Staff Roundtable on the Proxy Process for the Potential Topics for Consideration]
September 18, 2018 - Shareholder Rights Group launches - A Roundtable on Shareholder Proxy Rights: A Resource List
July 24, 2018 - The New York Times - What’s Behind a Pitch for the Little-Guy Investor? Big Money Interests
July, 2018 - The Shareholder Rights Group submitted a report to the Division of Corporation Finance analyzing the 2018 no action season
June 14, 2018 - Harvard Law School Forum on Corporate Governance and Financial Regulation - The Main Street Investors Coalition is an Industry-Funded Effort to Cut Off Shareholder Oversight
- The Business Case for the Current SEC Shareholder Proposal Process (a paper co-authored by ICCR, CERES and US SIF)
- Background: The history of the Financial CHOICE Act
- Wall Street Journal: Investor Proposals Get Sharper, Garner More Support
- Investment News: House committee approves Dodd-Frank replacement bill that includes repeal of DOL fiduciary rule
- Harvard Business School: The House Wants to Squelch Voices of Small Shareholders
- NPR: GOP Plan May Signal End Of 'Socially Responsible Investing
- ICCR Press Release (May 2017): Investor groups representing $65 trillion tell Trump Admin that current shareholder resolution process is working well to protect investors
- Council of Institutional Investors Letter to the SEC
- Forbes SEC Ruling On EOG Resources Shareholder Resolution May Signal A Shift In Policy
- ICCR Letter to SEC Secretary Brent Fields