The Impact of the Elimination of Rule 14a-8 on Institutions with Detailed Proxy Voting Policies

By Tim Smith, ICCR Senior Policy Director

The SEC has advanced a proposal to eliminate the ability of shareowners to file shareholder proposals while continuing their traditional attacks on the proponents and the subject matter of the resolutions. None of the three Republican SEC Commissioners who voted for rescission have ever acknowledged examples of resolutions leading to positive agreements with companies and improvements in policies and practices. Instead, they ignore the decades of positive engagement that the shareholder resolution process has stimulated as well as positive concrete results. There are no Democrats serving on the current Commission, even though there should be three Republican Commissioners and two Democrats.

Putting aside the SEC’s ideological attacks on shareholder rights, it is important to note that the sponsors of resolutions are but one category of investors. There is another class, which includes investment managers, pension funds, foundations etc. who have never filed a resolution but have carefully crafted proxy voting guidelines guiding their voting decisions on both management and shareholder proposals. These are investors with tens of trillions of dollars in AUM that describe voting as part of their fiduciary duty as an owner and have dedicated time to create detailed voting guidance. We note this acknowledgement by the DOL, “The Department of Labor has long recognized that voting rights and other shareholder rights attributable to shares held by ERISA-governed employee benefit plans are plan assets in their own right.” (See DOL here).

We could list hundreds of such policies as references, but we include below a list of 20 prominent investment managers that post their policies. The issue is not how they vote but the seriousness with which they take the voting process. Note too that all 20 refer to shareholder rights and value good governance by companies. These voting policies refer both to management proposals as well as those by shareholders.

Shareholder rights is one of the four pillars of Vanguard’s Proxy Voting Policies for US Companies, which state that:

“The Funds believe that companies should adopt governance practices to ensure that boards and management serve in the best interests of the shareholders they represent. Such governance practices safeguard and support foundational rights for shareholders.”

When assessing “the quality of company governance”, Vanguard looks to:

• “How effectively has the company’s governance structure supported shareholder rights consistent with market norms?
• Has the board been sufficiently accessible and responsive to shareholder input in the past?”

BlackRock’s Proxy Voting Guidelines (2026), indicate that the firm believes that protecting shareholder rights is a key responsibility of board members, and the firm commits to holding boards that do not live up to this responsibility accountable, by voting against their re-election: “Where we determine that a board has not acted in the best interests of the company’s shareholders, or takes action to unreasonably limit shareholder rights, we may not support the relevant committees and/or individual directors.”

State Street’s Global Proxy Voting and Engagement Policy (2026) echoes the importance of corporate governance structures that protect shareholder rights, arguing that the ”three principles of effective board oversight, disclosure and shareholder protection apply across all of State Street Investment Management’s proxy voting decisions and engagements.”

Without the ability to file resolutions and have them voted on, major portfolio managers would face a new vacuum on proxy statements making it more difficult to have focused discussions on such material issues.

ICCR members have held numerous dialogues as clients and shareholders with these investment firms. Often, they explain they did not vote in favor of a given resolution because of the wording but that they did communicate to company management on the issues captured in these resolutions. In addition, on numerous occasions they do vote for resolutions seeking increased transparency and disclosure, believing they are in the best interests of investors. In 2025, 50 shareholder resolutions received majority voting support, many of them asking for expanded disclosure, including five resolutions asking for companies to expand their political spending disclosure.

In addition, in 2026, one individual filer, John Chevedden had 125  resolutions receiving over 25% votes and 14 resolutions receiving majority votes. It is highly likely that some of the country’s large investment managers and pension funds supported the variety of governance reforms he championed.

This is the story the SEC conveniently ignores — that resolutions are often a catalyst for large investors, prompting internal discussion of the issue and private conversations with management. They have been a critical element in stimulating good governance and expanded transparency for investors.