Timeline of the Investor Campaign to Preserve Rule 14a-8 and Shareholder Rights | Interfaith Center on Corporate Responsibility

ICCR works with the Shareholder Rights Group and other investor coalitions to defend shareholder rights including their ability to file shareholder proposals. Together, we are pressing key decision makers to preserve the rule that governs this process, 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.

In January of 2026, ICCR released a public statement responding to the SEC’s late 2025 decision to not issue ‘no action’ decisions for the 2026 proxy season. The statement was also published in the Harvard Law School Forum on Corporate Governance.
In January of 2026, ICCR filed a Motion for Summary Judgement regarding SB 2337 1/7/26. ICCR’s suit, filed in federal court in November 2025 and joined by United Church Funds and Ceres, focused on a newly-adopted law that imposes unprecedented and burdensome unconstitutional obligations on ICCR and similarly-situated organizations.
In June of 2025, A federal judge dismissed the lawsuit filed in 2021 by ICCR, As You Sow, and James McRitchie at the SEC protesting rule changes to the 14a-8 process, which made it more difficult for smaller investors to participate through the filing of shareholder proposals.
In April 2025, the Business Roundtable released a white paper, calling for dramatic reforms to the proxy process that would severely limit the voices of shareholders in the decision-making of their portfolio companies.
On May 6, 2025, ICCR and the Shareholder Rights Group sent a letter in response to BRT leadership and copying SEC Chair Atkins, challenging their assertions and recommendations.
On February 24, 2025, ICCR, the Shareholder Rights Group, and US SIF released a report offering a detailed and thoughtful defense of shareholder proposals titled, Shareholder Proposals: An Essential Investor Right.
On February 18, 2025, ICCR, the Shareholder Rights Group, and As You Sow sent a letter to the SEC requesting that the Staff refrain from retroactively applying the guidance provided in Staff Legal Bulletin 14M.
On February 12, 2025, the SEC released Staff Legal Bulletin 14M, providing companies additional leeway to exclude shareholder proposals from their proxy statements, which significantly disrupted the proxy season and led to an increase in challenges and omissions.
On January 6, 2025, ICCR and the Shareholder Rights Group released a statement addressing several issues experienced by investors at annual general meetings while exercising their rights as shareholders.
On May 1, 2024, ICCR filed an amicus brief in support of the Nasdaq Diversity Rule that will provide a standardized disclosure tool for investors to evaluate whether a company’s board has sufficient “idea diversity” to satisfy norms of sound corporate governance.
On September 21, 2023, ICCR submitted an Amicus Brief in the case of NAM/NCPPR vs the SEC.
On July 31, 2023, ICCR and CERES urged nearly 50 corporate board members to voice their dissent with NAM’s lawsuit at the SEC.
On June 5, 2023, ICCR appealed to legislators to safeguard workers’ pensions by opposing politically motivated threats to ESG investing.
On April 26, 2023, ICCR pressed large asset managers on their proxy voting records.
On March 20, 2023, ICCR issues a statement in response to bill seeking to overturn DoL rule.
On March 1, 2023, ICCR responded to attempts to repeal the current DOL rule governing ERISA plans.
In September of 2022, ICCR issued comments on the proposed 14a8 rule changes regarding exclusions related to Substantial Implementation, Substantial Duplication, and Resubmission.
In August of 2022, ICCR issued a comment letter on the SEC’s proposed rule on ESG-focused funds disclosure.
On June 22, 2022, ICCR submitted a comment supporting the SEC’s proposed climate disclosure rule.
In April of 2022, ICCR issued a comment letter on a proposed SEC rule on transparency and conflicts of interest in the private equity industry.
On March 22, 2022, ICCR issued a public statement on the SEC’s proposed climate-related disclosures.
In March of 2022, ICCR commended the SEC for issuing a nuanced proposal on mandatory climate risk disclosure.
In February of 2022, ICCR sent a letter to Congress defending the Department of Labor rule that safeguards workers’ retirement security.
In December of 2021, ICCR, As You Sow and James McRitchie responded to the SEC’s opposition to our motion for summary judgment.
In December of 2021, ICCR Commended the New DoL ERISA Rule.
In September of 2021, the Council of Institutional Investors filed an Amicus brief in support of plaintiffs ICCR, As You Sow, and James McRitchie. You can read the plaintiff’s September 2021 motion for summary judgement here.
In June of 2021, ICCR issued a comment letter making the case for mandatory climate risk disclosure.
In June of 2021, ICCR, As You Sow, and James McRitchie filed a lawsuit to overturn the SEC’s revisions to Rule 14a-8. Read the lawsuit here.
In April of 2021 ICCR joined a coalition of investors in sending a letter to Congress urging support for a resolution that has been introduced in both the House and Senate (S.J. Res. 16 / H.J. Res. 36) under the Congressional Review Act (CRA) that would repeal the restrictive changes to rule 14a-8 that were passed by the SEC during the Trump administration.
February 2, 2021 – ICCR and the Shareholder Rights Group made public a letter they sent to acting SEC Chair Allison Lee urging the agency to repeal guidance written under the prior administration that made it easier for companies to block shareholder proposals from appearing on company proxies.
December 2020 – ICCR and the Shareholder Rights Group presented a briefing to the Biden Transition Securities Regulation Team in December highlighting the need for redirection of the no-action process and repeal of Staff Legal Bulletins 14I, 14J, and 14K to re-enable shareholders to ask their investee companies to improve disclosure and performance on climate change. The investors say the arguments made in the briefing are consistent with the principles and views expressed in Chair Lee’s November 5, 2020 speech “Playing the Long Game: The Intersection of Climate Change Risk and Financial Regulation”, notably that climate change represents a systemic risk to financial markets.
October 5, 2020 – ICCR releases comment letter on the Department of Labor’s proposed changes to fiduciary standards under ERISA.
September 23, 2020 – ICCR issues press release on SEC Rule change.
September 23, 2020 – The SEC revises Rule 14a-8, blocking most investors’ ability to file proxy proposals.
September 4, 2020 – ICCR, along with CII, the Shareholder Rights Group, Ceres, US SIF, PRI and the AFL-CIO submitted a letter the SEC arguing that evidence of the impact of the SEC’s proposed amendments to Rule 14a-8 on retail investors was improperly excluded.
August 19, 2020 – ICCR, along with CII, the Shareholder Rights Group, the NY State Common Retirement Fund, Ceres, and As You Sow submitted a letter the SEC outlining how SEC staff have recently broadened the range of proposals that are considered excludable under ordinary business and substantial implementation interpretations, eliminating or threatening to eliminate many long-standing types of proposals.
July 30, 2020 – ICCR, along with CII, the Shareholder Rights Group, Ceres, AFL-CIO, US SIF and the Sustainable Investments Institute, submitted case studies and a comment letter to the SEC. Read the related press release here.
July 30, 2020 – ICCR letter regarding Department of Labor proposed rule ‘Financial Factors in Selecting Plan Investments‘.
July 6, 2020 – ICCR letter on virtual and hybrid AGMs – Concerns from the 2020 season.
June 22, 2020 – Investors issue protocols for 2021 AGM season.
April 30, 2020 – Comment Letter on Weight of Investor Opposition to SEC Proposals.
April 21, 2020 – Investor letter to AT&T regarding virtual AGMs.
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 – 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.
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).