Shareholder Rights Under Attack: The Importance of SEC Rule 14a-8

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:

“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

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.

Further Reading