Pay and Wealth Disparity: Still our greatest social challenge

By Frank Sherman

Sister Sue Ernster’s (Franciscan Sisters of Perpetual Adoration) proposal on racial equity & starting pay at the Walmart AGM earlier this week obtained strong shareholder support for a first-time resolution (12.5% of total shares or 27% of independent shares voted). Congratulations to Sue and the many ICCR co-filers.

I’m reminded of Father Mike Crosby’s 2015 campaign on income disparity. At that time, President Obama called the growing pay & wealth gap in our country “the greatest social challenge of our time“…. and it hasn’t gotten better since then. We didn’t get very far back then after the SEC’s sided with the companies, permitting them to omit our proposal from the proxy based on the “ordinary business” exclusion.

Starting in 2011, the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010 required companies to include disclosure of the total compensation of the top 5 paid executives in their annual proxy statements. Shareholders are allowed to cast a non-binding advisory vote for or against these pay packages (“say-on-pay”). Very few companies “failed” their say-on-pay vote in recent years. A failure occurs if the company does not obtain majority support from shareholders for the executive compensation proposal.

The tide may be shifting. Twice as many say-on-pay proposals failed this year as in previous years, including some companies that had never had a failure in these resolutions. As You Sow’s Rosanna Landis Weaver does great work digging through the fine print of the “Compensation Discussion and Analysis” section of each company’s proxy statement with an annual report on the 100 Most Overpaid CEOs. A recent NEI article on CEO compensation (A Promising Start To The Challenge Of Excessive CEO Pay) notes that support for pay packages among S&P 500 firms fell to an average of 87%, down 3 percentage points from 2020 and 2019, and down 4 points from 2016 to 2018. It references a report from the Institute for Policy Studies (Pandemic Pay Plunder: Low-Wage Workers Lost Hours, Jobs, and Lives. Their Employers Bent the Rules – to Pump up CEO Paychecks) which found that 51 of the S&P 500 firms with the lowest median worker wage revised their pay rules in 2020, so that median worker pay fell 2%, while CEO pay rose—by 29%.

Investors pushed corporations to tie their pay packages to stock performance (…to better align management pay with investor returns) in the early ’90s. Little did they know that this would be used by companies to successively ratchet up CEO, and as a result, the rest of management’s, comp packages every year to a level that makes U.S. CEOs stand out on the global stage.

The Dodd–Frank Act also required companies to disclose the ratio of CEO compensation to the median compensation of their employees. The rule has only been in effect since 2017, but the SEC allows companies “substantial flexibility” in the calculation of the ratio, making it difficult for investors and society to make meaningful comparisons.

Of course, CEO’s know that their pay relative to the median pay of their workers is out of control. But even if they wanted to change this (and I’m not sure many “want” to do so), they are reluctant to be a first mover on restructuring pay because it would “negatively impact retention and make them less competitive”.

As we complete the next draft of SGI’s strategic plan and think about our engagement focus for the 2022 season (which starts this summer), I believe pay disparity has to be high on our list. I hope you concur.

FSPA begins compensation project as it joins the Fight for $15

By Sister Sue Ernster, Vice President & Treasurer/CFO, FSPA


In appreciation of our valued partners in mission and in support of the actions of ICCR, SGI and Raise the Wage Act of 2021, FSPA has partnered with Wipfli consultants to begin a compensation project that will ultimately raise our organization’s minimum wage to $15 in 2021. 

According to the Franciscan Sisters of Perpetual Adoration (FSPA) Leadership Team, “This isn’t just about economic justice. We recognize our partners in mission serving on staff are gold. We’re advocating for livable wages and we want it to start at home. We’re investing in our partners as they help us carry forward our mission.” The FSPA Merged HR Team note that all wages are evaluated annually, which will continue after the new minimum wage is in place.

FSPA stands with ICCR calling on the federal government to “implement a mandatory minimum wage of at least $15 per hour as a floor, with an eye towards establishing a living wage standard.” ICCR’s 300-plus faith and values-based institutional investors view the management of their investments as a catalyst for social change. In addition, the Leadership Conference of Women Religious Region 9, of which FSPA is a part of, is also advocating for living wages. This is in line with Pope Francis’ Easter message of solidarity with movements that support workers’ dignity through changing economic structures, including consideration of a universal basic wage.  

As our compensation project and advocacy for a living wage intersects with our commitment to unveil our white privilege. Throughout 2021, guided by our Dismantling FSPA Racism Team, we will work to raise awareness of our participation in systemic racism, analyze our congregation’s anti-racist vision and act authentically for racial equity.

FSPA recently took the lead in advocating for racial and economic justice by filing a shareholder resolution (see our exempt solicitation) with Walmart, calling for a higher starting wage — intersecting our compensation project and advocacy with our 2018 commitment to unveil white privilege. Walmart’s low starting wages are not aligned with the its professed values of respect for the individual and promoting healthy communities or its commitment to sustainability. Boosting wages for the lowest paid employees, which are disproportionately people of color, would advance Walmart’s stated commitment to racial justice. Remedying systemic racism provides everyone with tangible benefits. Wages are the most important element of employee compensation, according to Walmart Associates, and the negative effects of lower wages undermine their ability to serve the customer.

Our community is also growing our impact investing. Our 2020 Seeding a Legacy of Healing initiative will usher in a second round of seeding grants including the Apis & Heritage Capital Partners, whose mission  is to attack the racial wealth gap to restore dignity and status to the American Worker. A second investment in the Religious Communities Impact Fund will benefit the economically poor, especially women and children, concentrating on those who are unserved or poorly served through traditional financial sources.

As Pope Francis says in Evangelii Gaudium (The Joy of the Gospel), “The dignity of each human person and the pursuit of the common good are concerns which ought to shape all economic policies” (#203). The dignity of each person can be recognized through fair wages.

Socially Responsible Investing requires effort

Tariq Fancy, BlackRock’s former chief investment officer for sustainable investing, made a startling confession in a recent USA Today editorial:

In essence, Wall Street is greenwashing the economic system and, in the process, creating a deadly distraction. I should know; I was at the heart of it.

Fancy went on: “In truth, sustainable investing boils down to little more than marketing hype, PR spin and disingenuous promises from the investment community.”

It’s quite an indictment from a significant voice in the ESG sector, but, based on my personal experience working for Seventh Generation Interfaith for the past several years, I do not believe that it conveys the whole truth of the matter.

Yes, there are asset management firms that over-hype their ESG product. They slap an ESG label on a fund that screens out certain sectors and perhaps speak to a few companies about their climate actions and sell it at a higher price than non-ESG products. A recent Wall Street Journal article reported 43% higher fees for ESG products in one class of assets. Visit a grocery store, and a higher-priced item with a “Naturally Raised” or “Fresh” label may attract more consumers, even if neither quality is in any measurable sense true. The old Latin adage holds: Caveat Emptor! Buyer beware!

When we look under the hood, so to speak, at many ESG funds, there are reasons to be concerned.

Even as investors demand ESG investments, those funds labeled ESG may not always reflect investor preferences in their proxy voting. Last month, a study from Robeco Asset Management and the Erasmus University of Rotterdam School investigated a decade of proxy voting data, and concluded that large, passive asset managers vote the least in favor of ESG proposals. Further, PRI signatories in the U.S. did not even vote their proxies as well as other U.S. firms that did not describe themselves with an ESG label. Fiona Reynolds, CEO at PRI, recently responded to the report with a commitment to take action. Reynolds went on to give an unusual warning: “being a PRI signatory should not be the only due diligence test for investors.” 

Asset owners who rely on negative screens and “ESG” funds can be misled. Vincent Deluard of StoneX authored a recent report entitled “The ESG Bubble: Saving the Planet and Destroying Societies.” Deluard points to blind spots in customary ESG screens. He notes, “companies with a high ESG rating pay a much lower tax rate than their less virtuous peers.” As well, he observed that “ESG funds are biased against humans: the 15 most highly-rated companies employ just 1.9 million workers, versus 5.1 million for the 15 worst-rated ones.” He concludes: “By channeling more money towards these (already wealthy) companies, ESG funds are unconsciously worsening the social and political crisis associated with automation, inequality, and monopolistic concentration.”

While Deluard’s study can cause suspicion of all ESG products, there are hopeful signs on the horizon. Last week, acting SEC chair Allison Herren Lee spoke to the proxy voting issue, saying, “We know investors are demanding ESG investment strategies and opportunities, but funds may not always reflect those investor preferences in their voting” and suggested that the SEC may need to take action on proxy voting disclosure. Further, Gary Gensler, the nominee to lead the Security and Exchange Commission, has indicated that he favors greater ESG disclosures, and the SEC as a whole is making ESG a priority. Most importantly, there are firms that do the hard work. For an asset owner, asking good questions of an asset manager can help discern if the firm is committed to doing this work. [We will soon have a blog post that examines some good questions to ask.] 

The faith community, with ICCR leading the way, has pioneered socially responsible investing for fifty years. Many asset managers and advisors who are ICCR members are not doing the greenwashing that Mr. Fancy called out. And SGI members recognize their fiduciary responsibility and power of ownership to change the system for the better. SGI members create value by improving the conduct of portfolio companies and, at the same time, create real world impact for people and planet.

Investor Engagement by a Novice

By Judy Sinnwell, OSF Dubuque

A year after retiring to Mount St. Francis in July 2015, the president of our congregation asked if I would facilitate the formation of what came to be the Sisters of St. Francis-Dubuque SRI Working Group. My previous ministry experience was elementary education-administration, adult formation, licensed health practitioner and after-school tutoring in the rural south. Saying ‘yes’ acknowledged that the topic would be interesting and that the ‘working’ part of the label would have me personally engaged in a significantly new arena addressing life’s meaning and purpose.

And so it has! Especially in recent years, as active ownership has effectively increased its voice and influence in the investment arena. Belonging to a faith- and values-based investor coalition, Seventh Generation Interfaith based in Milwaukee, provided education, professional resources, and mentoring in this important work, which for the Dubuque Franciscans, is a way of keeping our congregational mission alive.

One thing I became aware of in those first years was the annual general meeting, the AGM, which a company has for shareholders to weigh in on important company matters. Being a co-owner enabled me to file a shareholder resolution, challenging the company to make improvements in its governance, environmental and social practices. It seemed to be the right thing to do when we had the chance; but at times, it felt a bit intimidating. Recently, that was my experience as a co-filer on a resolution presented at the Tyson Food Inc. annual meeting.

The resolution asked for human rights due diligence in Tyson’s meat packing sites across the country. Iowa has several Tyson sites; one is in Waterloo, where Rath Packing Co. once had a positive reputation and provided a level of economic mobility for Blacks who migrated from the South until it was shut down in 1985. Learning about workers’ conditions during the COVID pandemic in Tyson’s Waterloo plant, where our congregation provided staff at two elementary and a central high school, became a concern and made this an obvious focus of our shareholder action.

When the resolution was made public and the AGM date was nearing, Investor Advocacy for Social Justice (a sister coalition to SGI) began to build awareness among the press and all shareholders who would have a proxy vote on the proposal during the meeting. Reporters from the Des Moines Register and Reuters contacted me for comment, specifically interested in the fact that ‘nuns’ were engaged with a national company; and the Iowa connection because of the negative news that had been previously reported about the Iowa Tyson site and COVID. Their news coverage educated readers about the broad impact of shareholder action. Each request also made me very aware that this experience was not something I anticipated when I agreed to facilitate a group investment effort five years previous!

Was it worth it? Definitely! Yes! Taking the chance to be the voice for marginalized sisters and brothers had to be done. It’s who we are as Dubuque Franciscans. And it stretched me. The support of faith-based and value-based organizations like SGI and IASJ made this possible as an investor. It’s what the world needs right now as one way to reclaim the commitment to the common good and the dignity of the individual person in the economic arena.

Shareholder Resolution Timeline

We often get questions on deadlines associated with the shareholder resolution process. Because SEC rules can be difficult to read, I have outlined the Shareholder Resolution Timeline. This won’t answer all the questions, but will hopefully make the process a little more digestible.

When companies do not engage with their shareholders on salient ESG issues, or they make insufficient progress, shareholders can resort to filing a resolution to be included in the company’s proxy statement and to be voted on at the company’s next annual general meeting (AGM). While the SEC approved several changes to the 14a(8) shareholder resolution process in the final months of the Trump administration, the timeline did not change. 

According to the SEC, a proposal “must be received at the company’s principal executive offices not less than 120 calendar days before the release date of the previous year’s annual meeting proxy statement. Both the release date and the deadline for receiving rule 14a-8 proposals for the next annual meeting should be identified in that proxy statement.” Thankfully, a company’s proxy statement is required to state the deadline for resolution submissions for the following year.

After a proposal is filed, the company has 14 days to ask the proponent to fix any procedural requirements (e.g. proof of ownership, word count) if they are not met. The proponent then has 14 days to resolve those issues. If the proponent does not respond or resolve the issues, the company can appeal to the SEC to exclude the proposal. The company cannot omit the resolution without giving the proponent a chance to resolve the issues, or without an appeal to the SEC.

The company has up to 80 days before its proxy is printed to challenge the proposal via a no-action request to the SEC. The company is required to provide a copy of the no-action submission to the proponents and will be published on the SEC website. After a company files a no-action request, such as substantial implementation or micro management (full list for potential exclusion, here), the proponent can appeal this challenge to the SEC. The SEC’s timeline on this decision is usually driven by the company’s proxy printing; however, the SEC does not have to wait for the proponent’s appeal, and can make a decision at any time. Because of this, it is recommended that the proponent inform the SEC on their plans to respond, and submit their appeal to the SEC as soon as possible, generally within 30 days of receiving the no-action.The SEC no longer has to respond to the company’s no-action request in writing, but rather can post their advice to their website on whether the proposal can be omitted from the company’s proxy. 

Oftentimes after a no-action request is submitted by the company, the proponents decide to withdraw the proposal, usually after they reach a mutual agreement with the company. While the proponent can withdraw their proposal any time up until the day of the shareholder meeting, we generally try to withdraw before the company’s proxy statement is printed. It is sometimes preferable to withdraw the proposal before the SEC sides with the company allowing it to omit the proposal, if the company’s no action arguments are compelling.

If the proponent does not withdraw the proposal, and the SEC does not rule in favor of the company to omit it from the proxy statement, the company has to send a management statement to the proponent. The statement, typically referred to as the company’s opposition statement, must be sent at least 30 days before the proxy is printed, recommending shareholders vote either for or against the shareholder proposal. If the statement of opposition makes any arguments that are false or misleading, the proponent can ask the company to make the appropriate changes. If the company makes any flagrant errors, the proponent can write to the SEC to challenge the statement, though the SEC does not have to respond to this challenge.

In preparation of the annual general meeting (AGM), the proponent has a few opportunities to “build the vote” by informing other shareholders why they should vote in favor of the proposal. 

  • The proponent can write and publish a Proxy Memo, detailing more information on why they filed the resolution, and why voting for the resolution is necessary. This memo is usually published on the proponent’s website and distributed to other shareholders through partner organizations.
  • The proponent can also file an Exempt Solicitation. Similar to a proxy memo, it expands on the proposal and argues why other shareholders should vote in favor of the proposal. This document must be reformatted by a third party to be uploaded to the SEC Electronic Data Gathering, Analysis, and Retrieval (EDGAR). It is then distributed to all subscribers to SEC filings for that company and is publicly available. This generally reaches more shareholders, and asset management firms. 

Leading up to the AGM, to continue to “build the vote,” proponents can also reach out to proxy service companies or firms that prepare company reports and provide proxy voting service on behalf of shareholders. The proponent can also reach out to large asset managers to inform them of their arguments for voting in favor of the resolution, and can promote their proposal through the media to build awareness and support.

After the proposal is voted on at the AGM, the company is required to publish the results of the vote, and other matters discussed, in an 8-K SEC filing within 4 days of the AGM. These filings can be found on the company’s website.

The timeline can be complicated, so you may want to refer to the table below. 

Summarized Timeline: 

120 Days from release date of previous years company proxyDeadline to submit shareholder proposal
14 Days (after submission)Company exclusion based on eligibility or requirements
14 Days (after exclusion) Proponent can resubmit proposal fixing the issues 
80 Days (before proxy is printed) Company challenge to SEC with a no-action request 
ASAP (after No Action request)Proponent to challenge or appeal the no-action request 
Any Time after No Action requestSEC makes a decision on no-action request 
Any Time before AGMShareholder can withdraw proposal 
30 Days before proxy is printed Company issues Management Statement recommending how to vote on the proposal, to be printed in the proxy 
Any Time (usually 6 weeks) before AGMProponent published or files Proxy Memo / Exempt Solicitation 
~30 days before AGMProponent “builds vote” with Proxy Service companies 
4 days after AGMCompany files 8-K with proposal vote results 

See the SEC Bulletin with more information here. 

Writing letters is easy; Will BlackRock act on it?

Today, BlackRock’s Larry Fink issued his 2021 letter to CEOs. As usual, the New York Times devoted significant coverage to it. Again, we at SGI are heartened by Fink’s words. I’ll call your attention to this nugget near the letter’s conclusion:

Questions of racial justice, economic inequality, or community engagement are often classed as an “S” issue in ESG conversations. But it is misguided to draw such stark lines between these categories. For example, climate change is already having a disproportionate impact on low-income communities around the world – is that an E or an S issue? What matters is less the category we place these questions in, but the information we have to understand them and how they interact with each other. Improved data and disclosures will help us better understand the deep interdependence between environmental and social issues.

I loved this line: “And now, business leaders and boards will need to show great courage and commitment to their stakeholders.”

At the same time, I am reminded of the “Peanuts” comic. Time and again, Lucy tells Charlie Brown that she will hold a football while he runs up to kick it. Initially, Charlie Brown usually refuses to kick it, not trusting Lucy. Then, Lucy says something to persuade Charlie Brown to trust her. Charlie Brown runs up to kick the ball, but at the very last moment before he can kick it, Lucy removes the ball. As a consequence, Charlie Brown flies into the air, falls down on his back, and hurts himself.

We’ve seen these letters each year from Fink, and we have written about our reactions to them before. Nonetheless, when it comes to voting their proxies, BlackRock, like Lucy, yanks the ball away (See: BlackRock voted against climate resolutions over 80% of the time in 2020). To be honest, I hope that I am wrong. I pray for an abundance of “great courage and commitment.” Time will tell if 2021 will be any different.

Don’t miss these two webinars!

Each year, ICCR and Ceres offer webinars that highlight resolutions filed by members. These webinars provide excellent guidance to institutional investors and individual investors concerning shareholder proposals in the coming proxy season. We cannot recommend highly enough your participation in both webinars.

  • ICCR’s 2020 Proxy Resolutions & Voting Guide Overview. ICCR member resolutions reflect some of the most hotly-debated themes in the national discourse, from the failure of energy companies to meaningfully respond to the climate crisis threatening our planet, to the role of corporations in perpetuating civil and human rights abuses through technology products, and the unrelenting rise in the cost of U.S. healthcare. Register here. (Thu, Feb 27, 10:30 a.m. – 11:30 a.m. Central) (UPDATE: 2020 Proxy Guide is here. Slides and recording are here. )
  • Business Case to Vote For 2020 Climate-Related Shareholder Proposals. An annual webinar presenting key climate-related shareholder proposals for the 2020 proxy season, and reasons why you should vote for them. Hosted by the Ceres Investor Network on Climate Risk and Sustainability. Register here. (Thu, Mar 12, 11:00 a.m. – 12:30 p.m. Central) 

Even if you cannot attend live, registration means that you will be sent a link to the slides and recording of the webinar. In other words, even in the event that you have a schedule conflict, it can be valuable to register and watch the webinar at another time. Please, register for these webinars!

The Awakening of a Giant?

By Frank Sherman

Much has been written about socially responsible investing becoming mainstream. US SIF reported two years ago that $1 in every $4 of professionally managed assets in the U.S utilize ESG criteria or shareholder advocacy, a double digit annual increase since the mid-1990s. SRI concerns have also broadened from governance issues (e.g. proxy access, political and lobby spending, executive pay, separate chair) to corporate environmental impact (e.g. sustainability reporting, climate, water) and more recently, social impacts (e.g. human rights, labor rights, diversity).

Another trend in the investment world is the disproportionate growth of passive investing. As open-end and exchange-traded mutual funds managed by large asset managers make up a growing portion of U.S. equity holdings, they take on a growing fiduciary responsibility. When you buy these funds, you transfer your fiduciary responsibility to fund managers to engage companies and vote proxies for you. These long-term and diversified owners have no way to exit a stock, so the only way to influence shareholder value at a portfolio company is through exercising active ownership rights.

Given these trends, it is not surprising to read Morningstar’s recently released proxy voting report stating investor support for ESG resolutions reached a record high in 2019 averaging 29%. This excludes the proposals which were withdrawn based on company agreements. Average support for ESG shareholder resolutions across the 50 fund families analyzed rose from 27% in 2015 to 46% in 2019. However, they found that five of the 10 largest fund families —Vanguard, BlackRock, American Funds, T. Rowe Price, and DFA— voted against more than 88% of ESG-related shareholder resolutions. Their support would have caused 19 of 23 resolutions earning more than 40% support to pass if supported by just one of the largest two asset managers. In response, these fund managers claim to ‘engage companies privately’.

The silver lining highlighted by Morningstar is Blackrock. Recall that two years ago Larry Fink, CEO of BlackRock, the world’s largest asset manager, told CEOs that to sustain financial performance they must “understand the societal impact of your business as well as the ways that broad, structural trends – from slow wage growth to rising automation to climate change – affect your potential for growth”. He went on to say that companies need to engage their stakeholders and if they wait until they receive a proxy proposal to engage, “we believe the opportunity for meaningful dialogue has often already been missed”. This year in BlackRock’s annual letter, Fink stated that climate risk is changing the fundamentals of the financial system. BlackRock would be aligning its investment approach, including how it votes proxies, with sustainability. Fink committed to using proxy voting to advance TCFD- and SASB-aligned financial disclosures and to an unprecedented standard of proxy voting transparency. They demonstrated their seriousness by joining the Climate Action 100+, a global investor initiative which SGI is a member, representing $34 trillion in managed assets, to engage the world’s largest corporate greenhouse gas emitters to take necessary action on climate change.

Morningstar predicted that BlackRock’s “willingness to vote against management would give engagements on sustainability issues more teeth…as corporate management becomes more open to engaging with shareholder proponents”. I remain hopeful…

Diversity in the Board Room

Goldman Sachs CEO David Solomon garnered media coverage from CNBC and the New York Times for his new plan that requires I.P.O. (initial public offering) clients to have at least one “diverse” board member, if they wish to have his firm’s services. “We’re not going to take a company public unless there’s at least one diverse board candidate, with a focus on women,” Mr. Solomon told CNBC at the World Economic Forum in Davos.

I guess that my first response is it’s about time. Diverse boards are good for business. While hardly the first, Wharton told us that in 2017, Forbes drew the same conclusion in January 2018, and Harvard Business Review in March 2019. The Wall Street Journal article last week asked the question “why, when women earn the majority of college degrees and make up roughly half the workforce, do so few occupy the chief executive job?” Their analysis shows that the number of women CEOs of the country’s top 3,000 companies has more than doubled over the past decade, but it’s still under 6%.

SGI members have participated in the Midwest Diversity Initiative (MIDI), a coalition of institutional investors dedicated to increasing racial, ethnic, and gender diversity on corporate boards of companies headquartered in Midwestern states. The Coalition helps companies to:

  • Adopt a policy for the search and inclusion of minority and female board candidates
  • Require minority and female candidates to interview for every open board seat
  • Instruct third party search firms to include such candidates in the initial pool
  • Expand the candidate pool to include candidates from non-traditional sources

These efforts have seen some success: 24 Midwest companies engaged by MIDI have adopted the Rooney Rule, and 10 companies have appointed 12 diverse board members (see the press release). Nationally, we have a long way to go. On the Harvard Law School Forum on Corporate Governance website, Deloitte published a report that, as of 2018, just 34% of all Fortune 500 board seats are held by women and minorities.

On a related front, Melinda Gates found that in 2017 women founders received only 2% of venture capital funding. For lack female founders, the results are even more grim, only .0006% of venture capital has gone to them since 2009. In response, Gates invested in venture capital for women.

Women and people of color have a lot to contribute to the management and boards of successful companies. Personally, I’m glad to see that big business is slowly beginning to recognize it.

SEC’s Proposed New Rules Threaten Shareholder Democracy

Last December, our blog gave an update on efforts by trade associations to restrict shareholder rights .

On Tuesday, November 5, the Securities and Exchange Commission unveiled the exact nature of that threat and voted 3-2 on two separate measures to propose changes to rule 14a-8 that would severely restrict investors’ access to the corporate proxy. The changes would require that:

  • Shareholders own $2,000 worth of company stock for a minimum of three years (up from one) before they can submit a shareholder resolution. They can submit proposals earlier if they own $25,000 for one year and $15,000 for two years. Small shareholders can no longer come together to aggregate their shares to file a resolution.
  • Re-submission vote thresholds were raised from 3%, 6% and 10% for the first three years to 5%, 15% and 25%.
  • Proxy service providers (such as ISS and Glass Lewis) will be required to provide a draft of their proxy advice to companies for comment ahead of issuance. There are several other restrictions on these companies.

These proposed changes are significant threats to our voice as shareholders. They have received significant push-back in the media (Reuters, MarketWatch) and by several investor groups (ICCR, US SIF, CII). “Between the filing threshold increases and the doubling of percentages for resubmissions, it means that smaller investors are going to find it much more difficult to file resolutions,” says Josh Zinner, CEO of ICCR. “It’s a blow against shareholder democracy.”

The 60-day comment period opens once the proposed rule changes are published in the Federal Registrar. Our members are encouraged to sign on to Ceres and ICCR comment letters or, better yet, send in your own comments to the SEC. You should also consider sending letters to your Congressional representatives. Finally, consider submitting op-eds and letters to the editor to your local paper and newsletter stories and blog posts on your websites.

To learn more about the issue and concerns, you read the statements by Commissioner Robert Jackson and Allison Herren. “There is a common theme that unites the two proposals before us today”, said Commissioner Herren. “They both would operate to suppress the exercise of shareholder rights.”

With regards to a second proposed rule change, ISS (Institutional shareholder Services) has filed a lawsuit against the SEC. The final resource is a website, supported by ICCR, that is gathering evidence and sharing reports concerning the shareholder proposal process (Investor Rights Forum).

A lot more to come on these proposals. Please lift your voice in opposition!