Shareholder Rights Under Attack: The Importance of SEC Rule 14a-8

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.Recent events include legislative efforts, the creation of the National Association of Manufacturers' funded "Main Street Investor Coalition," and campaigns of misinformation by industry groups.

In response to these and other recent challenges to the proxy process ICCR has joined together with CERES, the Council of Institutional Investors, US SIF, 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:

  • SEC hosts Staff Roundtable on the Proxy Process, November 15, 2018 Watch the webcast here.

  • The Shareholder Rights Group has created a blog post to correct some of the misinformation spread by opponents of the shareholder proposal process at the Roundtable.

January 24, 2019 - Rule 14a-8 Shareholder Proposals and the Government Shutdown

October 24, 2018 - New SEC staff legal bulletin on shareholder proposals Staff Legal Bulletin No. 14J (CF)

October 9, 2018 -More Bogus Anti-Shareholder Propaganda to Fuel the Upcoming SEC Proxy Roundtable Value Edge Advisors

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

November 1, 2017 - SEC’s Division of Corporation Finance issued a Legal Bulletin (Staff Legal Bulletin No. 141 (CF)) regarding Rule 14a-8. These changes have shown to have had an impact on the most recent shareholder season.

Further Reading