CII Study on Shareholder Proposal Resubmission Thresholds

CII has responded to questions about whether the current SEC rules on the level of support required to resubmit a shareholder proposal should be raised with a new study. The findings:

• The vast majority of shareholder proposals satisfy the current resubmission thresholds of 3%, 6% and 10%. About 95% of proposals are eligible for resubmission after the first attempt, 90% after the second and third attempts and nearly all proposals that clear those thresholds and are submitted again remain eligible in subsequent submissions.
• About 20% of proposals win majority shareholder support on the first attempt.
Less than 5% of proposals that fail to win majority support the first time go on to
pass in a subsequent attempt. Even so, proponents can often successfully
engage companies if their proposals win substantial, but less than majority,
support.
• Looking at environmental, social and governance classifications (ESG),
governance issues comprise the most common proposal subject matter and win
the highest levels of support. About 97% of governance proposals, 92% of
environmental proposals and 87% of social proposals satisfy the current
resubmission thresholds during this period.

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