Threats to Shareholder Rights and SEC rule 14a-8

“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 ForumCERES, 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:

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

Read additional press coverage here

Addiitonal Background: The history of the Financial CHOICE Act