Advocacy Groups Charge SEC With Limiting Shareholder Votes


This article originally appeared in Financial Advisor Magazine, on February 4, 2020

A coalition of environmental and advocacy groups is petitioning the Securities and Exchange Commission asking that it not adopt changes to its regulations that would reduce the number of shareholders who can present resolutions to a corporation.

The coalition claims the regulation changes would “muzzle” many smaller groups of shareholders that are trying to change corporate policies involving such things as environmental, social and governance issues, as well as executive compensation. The coalition is made up of Green America, Americans for Financial Reform, As You Sow and Public Citizen. The groups on Monday delivered petitions with more than 18,000 signatures to the SEC.

The groups oppose the changes because they would “bar many investors from pushing corporations for action on major issues, including greenhouse gas reduction goals, lobbying and election spending discussion, human rights abuses and discrimination,” according to a statement they put out. “The proposed changes will weaken the ability of investors to raise important concerns and thereby give corporations more unchecked power, including the ability to essentially ignore the views of shareholders and other stakeholders.”

One proposed change would increase the stock ownership level needed to submit a resolution to a public corporation from $2,000 to $25,000. Increasing the percentage of support a shareholder resolution needs to get in one year in order for it to be resubmitted in a subsequent year is another proposal, as is limiting investors or their representatives to one shareholder resolution per shareholder meeting.

The SEC does not comment on petitions that are submitted to it.

Shareholders can present resolutions proposing changes in corporate policies at shareholder meetings to be voted on. If the resolution passes, it becomes corporation policy. Resolutions can cover a range of policies and practices for a corporation from the handling of supply chains for materials to transparency in corporate actions to executive compensation. 

The petition says, “We, the undersigned, are deeply concerned about the need to build an economy that will be successful over the long term. This means we need to ensure that social, environmental, and corporate governance issues facing corporations are effectively addressed.

“Investors, including small investors, have an important role to play in identifying for corporations a number of risks and corporate impacts … that may damage specific companies and the larger economy,” the petition continued.

Green America executive co-director Fran Teplitz said, “There is no democracy for shareholders in America unless they have a right to engage in meaningful shareholder advocacy and to be heard. The SEC is contemplating locking many shareholders out of the process.”