“For over 75 years, the shareholder proposal process has served as a cost effective way for corporate management and boards to gain a better understanding of shareholder priorities and concerns, particularly those of longer-term shareholders concerned about the impact of environmental, social, and governance issues on the long-term value of the companies that they own. We see this unjustified action by the SEC as part of a broader move across this Administration to realign the regulatory landscape in favor of corporate interests at the expense of the public interest.” Josh Zinner, ICCR CEO
The SEC is considering changes to Rule 14a-8, the process that determines shareholder access to corporate proxies. These changes would make the filing of resolutions more onerous for investors.
In response, ICCR has joined together with the Investor Rights Forum, 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.
ICCR Statements and SEC Submissions:
- March 11, 2020 - ICCR letter to the SEC asking that shareholders be given the option of presenting their proposals electronically
- February 6, 2020 - ICCR Press Release following closure of the SEC Comment period - Investors Overwhelmingly oppose SEC's move to restrict shareholder rights
- January 27, 2020 - ICCR's submission to SEC Secretary Countryman arguing against the proposed amendments to rule 14a-8. Read US SIF's submission. Read the Council of Institutional Investors' submission. Read the Shareholder Rights Group's submission.
- November 5, 2019 - ICCR Press Release on SEC Proposed Changes to Rule 14a-8
- November 5, 2019 - ICCR CEO Josh Zinner's Blog on Proposed SEC Changes
- November 5, 2019 - After the SEC holds an open meeting to address Proxy Rules and Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8, ICCR and the Shareholder Rights Group submitted a fact sheet to the SEC Debunking Myths And Disinformation Regarding Shareholder Proposals. See the letter here.
- October 25, 2019 - Potential Rulemaking on Shareholder Proposal Filing and Resubmission Thresholds Letter from Shareholder Rights Group, ICCR, CII, USSIF, UNPRI to Chairman Clayton.
- September 19, 2019 - ICCR, CII, USSIF, Ceres and the Shareholder Rights Group send letter to SEC criticizing new policy on Staff guidance
- September 9, 2019 - ICCR's CEO Responds to New SEC Guidance
- August 29, 2019 - ICCR's CEO Responds to the Business Roundtable's inconsistencies about shareholder rights. Read the letter here.
- June 6, 2018 - ICCR letter to Huizenga and Maloney urging opposition to H.R. 5756
- December 4, 2018 - ICCR letter to Crapo and Brown (Senate Banking Committee) in anticipation of the December 6, 2018 hearing
- November 6, 2018 - ICCR letter to SEC Chair Jay Clayton
- May, 2017 - ICCR Press Release: Investor groups representing $65 trillion tell Trump Admin that current shareholder resolution process is working well to protect investors
- April, 2017 - The Business Case for the Current SEC Shareholder Proposal Process (a paper co-authored by ICCR, CERES and US SIF)
Timeline of Events
- August, 2019- New website launched by the The Shareholder Rights Group defending shareholder rights: Investor Rights Forum
- October 24, 2018 - New SEC staff legal bulletin on shareholder proposals Staff Legal Bulletin No. 14J (CF)
- 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.
Press Coverage/Further Reading
- February 3, 2020 - Business Wire - 18,000 signatures delivered urging SEC not to muzzle the voice of shareholders
- January 7, 2020 - GreenBiz - Proposed SEC rule changes could impede investor activism
- January 7, 2020 - Los Angeles Times - Column: The SEC is trying to stifle shareholders’ right to challenge corporate managements
- December 10, 2019 - Oxfam - The SEC Wants to Make it Harder to Hold the Powerful Accountable
- November 19, 2019 - Bloomberg - SEC Chairman Cites Fishy Letters in Support of Policy Change
- November 15, 2019 - Bloomberg - Silencing the Nun: SEC Aims to Curb Small Investors' Activism
- November 6, 2019 - Reuters - Investors left exposed as Trump's SEC gives America Inc a helping hand
- November 5, 2019 - MarketWatch - As shareholder support for climate-change action grows, SEC votes to throttle those voices
- September 30, 2019 - JD Supra: Will Corp Fin's new policy for adderssing shareholder proposals lead to more litigation?
- September 21, 2019 - Harvard Law School Forum on Corporate Governance and Financial Regulation, No Action Process—Letter from Five Investor Organizations to SEC Division of Corporate Finance
- September 11, 2019 - S&P Global Market Intelligence - Shareholder advocates say new SEC policy to prompt litigation, less transparency
- July 24, 2018 - The New York Times - What’s Behind a Pitch for the Little-Guy Investor? Big Money Interests
- July 17, 2018 - Wall Street Journal: Investor Proposals Get Sharper, Garner More Support
- 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
- May 2, 2018 - Forbes SEC Ruling On EOG Resources Shareholder Resolution May Signal A Shift In Policy
- May 4, 2017 - Investment News: House committee approves Dodd-Frank replacement bill that includes repeal of DOL fiduciary rule
- October 11, 2017 - Harvard Business School: The House Wants to Squelch Voices of Small Shareholders
Addiitonal Background: The history of the Financial CHOICE Act