SEC headquarters in Washington. (Photo: Diego Radzinschi/ALM)
A day after the White House gave formal notice to the UN that the U.S. was withdrawing from the Paris climate pact, the Securities and Exchange Commission voted 3 to 2 to adopt proposed rules that limit the ability of shareholders to advocate for corporate policies that would address climate change and other issues.
More specifically, SEC commissioners voted on several proposals affecting proxy voting practices included in Section 14A-8 of the Securities Exchange Act of 1934, raising the requirements for submissions and therefore limiting them.
A shareholder would have to own at least $2,000 worth of stock for three years to sponsor a first-time proxy proposal, up from one year currently. Alternatively a shareholder could submit a proposal if he or she or an institution like a pension fund owned $25,000 worth of stock for one year or $15,000 for two years.
Proxy proposal resubmissions, which are very common because proposals take time to gather momentum, would also face tighter restrictions.
A minimum 5% vote would be required for a first resubmission in the following five years, up from 3% currently. Proposals resubmitted twice or three or more times in five years would require minimum votes of 15% and 25%, respectively, in support, up from 6% and 10%,
The proposed rule changes, which are subject to a 60-day public comment period, would also restrict the activities of proxy advisor firms. Firms recommending a vote against executives, for example, would have to provide their analysis to management and include executives' objections in their final report.
Before the vote on Tuesday, Chairman Jay Clayton said the amendments were long overdue and "carefully crafted to more appropriately balance the benefits and burdens to all shareholders."
