The John L. Weinberg Center for Corporate Governance seeks to gather practical insights from companies, investors, and related professionals about the scope and effectiveness of the current federal shareholder proposal rule (Rule 14a-8).
Recent remarks from the Chairman of the U.S. Securities and Exchange Commission (SEC) indicate that aspects of Rule 14a-8 may be reconsidered, including possible changes in how federal and state roles are defined. Recent statements from the SEC’s Division of Corporation Finance suggest that this topic is likely to be an area of continued focus.
For clarity, please keep the following definitions in mind:
• “You” and "your" refer to you as an individual as well as any organization whose perspective you are taking in answering this survey.
• “Shareholder proposal” and "proposal" mean a proposal submitted by a shareholder or shareholder group for inclusion in a company’s proxy materials under Rule 14a-8. This survey does not address management proposals, proxy access nominations, or shareholder proposals made on the floor of meetings.
• “Company” and “issuer” refer to a public company subject to U.S. federal proxy rules.
• “Proponent” means the shareholder or shareholder group submitting a proposal.
• “No-action process” refers to requests made to the SEC’s Division of Corporation Finance, and related staff responses (including Staff Legal Bulletins and precedent letters).
• “Proxy season” refers to the annual meeting cycle, generally measured by calendar year. In this survey, please answer based on prior proxy seasons (not the current one), given recently announced changes in the SEC staff’s no-action practices.
Thank you for contributing!