“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, CEO of the Interfaith Center on Corporate Responsibility.

News: Proposed SEC Rules to Restrict Proxy Access Break Faith with Investors (November 5, 2019) - See ICCR's Press Release here

Read reactions and responses here

 Updates and News:

• 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
• 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 - SEC holds 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 20, 2019 - ICCR, CII, USSIF, Ceres and the Shareholder Rights Group send letter to SEC criticizing new policy on Staff guidance
• 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 - Shareholder advocates say new SEC policy to prompt litigation, less transparency, S&P Global Market Intelligence

• 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.
• 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)
• July 24, 2018 - The New York Times - What’s Behind a Pitch for the Little-Guy Investor? Big Money Interests
• 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.

Efforts are being taken to curtail shareholder rights by changing the rules of the proxy process to make the filing of resolutions more onerous for investors. The SEC has recently proposed changes to the rules to stifle the voice of shareholders. Industry groups like the National Association of Manufacturers' funded "Main Street Investor Coalition," the Chamber of Commerce and the BRT are spreading misinformation about the proposal process.

In response, 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.

Further Reading

• JD Supra: Will Corp Fin's new policy for adderssing shareholder proposals lead to more litigation?
• 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
• ICCR Press Release (May 2017): Investor groups representing $65 trillion tell Trump Admin that current shareholder resolution process is working well to protect investors
• Forbes SEC Ruling On EOG Resources Shareholder Resolution May Signal A Shift In Policy
• Harvard Law School Forum on Corporate Governance and Financial Regulation -(June 14, 2018) The Main Street Investors Coalition is an Industry-Funded Effort to Cut Off Shareholder Oversight