CII Charges SEC With Weakening Investors’ Power

The Council of Institutional Investors is raising the alarm about the SEC’s Sept. 23rd approval of fundamental changes that will deprive many shareholders of the right to submit proposals to be voted on at U.S. public companies. Amended Rule 14a-8, “the shareholder proposal rule,” significantly raises the share ownership thresholds required to file and to resubmit proposals. According to Amy Borrus, CII’s executive director, the change weakens the voice of investors and jeopardizes faith in the fairness of U.S. public capital markets. “The result will be fewer shareholder proposals—and that is precisely the goal of the business lobby that pressed the SEC to make these changes. Simply put, CEOs and corporate directors do not like being second-guessed by shareholders on environmental, social and governance matters.” The CII characterized the changes as unnecessary interference in the free market, and claims the SEC breached its own stated procedures for using economic analysis in rulemaking. Shareholder proposals are almost always non-binding. The board generally does not have to act in response to a proposal. The SEC justified the change based on a cost-benefit analysis.