For over 45 years the shareholder proposal process has served as a cost-effective way for corporate management and boards of directors to gain a better understanding of shareholder priorities and concerns and to benefit from those insights on critical and emerging risks and opportunities.
And yet, there are efforts under way to curtail shareholder rights by changing the rules of the proxy process to make the filing of resolutions more onerous for investors.Recent events include legislative efforts, the creation of the National Association of Manufacturers' funded "Main Street Investor Coalition," and campaigns of misinformation by industry groups.
In response to these and other recent challenges to the proxy process 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.
Updates and News:
- 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
“For many 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. This new SEC policy will make the process far less transparent, and will create confusion and litigation. Without the agency’s routine written guidance, investors and companies will be in the position of having to guess the SEC’s position, with negative consequences for the entire process.”
Josh Zinner, ICCR CEO
- 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 defending shareholder rights: Investor Rights Forum
- SEC hosts Staff Roundtable on the Proxy Process, June 21, 2019.
- June 20, 2019 - CII letter to SEC Division of Corporation Finance on interpretation of the 14a-8(i)(7) ordinary business exclusion in no-action letters
- June 20, 2019 - Reuters U.S. Senate confirms Democrat Lee to Securities and Exchange Commission
- The Shareholder Rights Group has created a blog post to correct some of the misinformation spread by opponents of the shareholder proposal process at the Roundtable.
January 24, 2019 - Rule 14a-8 Shareholder Proposals and the Government Shutdown
October 24, 2018 - New SEC staff legal bulletin on shareholder proposals Staff Legal Bulletin No. 14J (CF)
September 18, 2018 - Shareholder Rights Group launches - A Roundtable on Shareholder Proxy Rights: A Resource List
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.
- 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
- ICCR Letter to SEC Secretary Brent Fields
- 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