Commissioner Lee: Statement on Shareholder Rights

Commissioner Allison Herrren Lee expressed her objections to the Republican Commissioners’ proposed rule on proxy proposals and proxy advisors, starting with the core point that no one has documents any kind of actual problem. There is a common theme that unites the two proposals before us today: they both would operate to suppress the exercise…

Commissioner Jackson: Statement on Proposals to Restrict Shareholder Voting

On November 5, the SEC issued its proposed rules on shareholder proposals and proxy advisors and they are atrocious, violating every possible procedural and substantive requirement for administrative rule making. We will be commenting, urging others to comment, and covering the proceedings in detail. First, the statement objecting to the proposal from Commissioner Robert Jackson:…

ISS Files Suit Against the SEC Re New Proxy Rules

The SEC is expected to reveal new proposed proxy rules next Tuesday, but ISS did not wait for their formal announcement. They have filed a lawsuit against the SEC. ISS claims that the upcoming rulemaking is invalid. An excerpt from the complaint: First, the Release exceeds the SEC’s statutory authority under Section 14(a) of the…

ANALYSIS: SEC Corp Fin Staff Tackles “Ordinary Business” Again

Bloomberg’s Peter Rasmussen analyzes a revision of the “ordinary business” exemption for excluding shareholder proposals. He suggests that board members should review management’s assessment that particular proposals should be excluded. The SEC’s Division of Corporation Finance staff has issued 22 legal bulletins since July 2001. Of those 22, 12 have dealt with shareholder proposals. The…

Investment Giants BlackRock and Vanguard Fail to Live Up to Climate Commitments by Voting Against Shareholder Resolutions — As You Sow

Corporate governance nonprofit Majority Action released today its report analyzing asset managers’ 2019 voting records on climate-related shareholder proposals and CEO pay at energy and utility companies. The report finds that influential firms like BlackRock and Vanguard repeatedly voted with corporate management in opposing climate risk mitigation proposals. In fact, BlackRock and Vanguard voted against…

Investor Letter to the SEC on 14a-8: Shareholder Proposals

ValueEdge Advisors is proud to be a signer of this letter to the SEC about the importance of preserving an accessible and meaningful shareholder proposal rule. The SEC’s job is to protect investors and maintain well-functioning markets. Thus, we urge the SEC to protect the market mechanism tools available for shareholders to ensure that companies…

On Governance: 2019 Proxy Season was Huge for E&S Proposals

From the Conference Board: For the third year in a row, environmental and social (E&S) proposals are most of all shareholder proposals filed (political spending resolutions have increased in advance of the 2020 presidential elections). Voluntary withdrawals of shareholder proposals have been increasing and in 2019 close to half of E&S proposals were withdrawn after…

The SEC should not limit the right of investors to sponsor shareholder resolutions: Guest Post from Timothy Smith, Walden Asset Management

The U.S. Securities Exchange Commission (SEC) has just announced its plans to present a revised Rule that will limit the ability of investors to file shareholder resolutions for votes at company stockholder meetings. This comes amidst a concerted effort by certain business groups to sharply limit shareholders’ ability to exercise these rights as owners of…

UAW Proposal on Clawbacks Endorsed by Mylan Shareholders 

In a non-voting discussion item, shareholders supported a proposal by the United Auto Workers Retiree Medical Benefits Trust for Mylan to strengthen its clawback policy for senior executive incentive pay.The executive compensation vote is called Say on Pay. In its proxy statement, Mylan said,  “Although advisory and not binding, the Compensation Committee and the board…