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U.S. SEC proposes rules that could limit shareholder voices

Stock MarketsNov 05, 2019 03:18PM ET
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By Katanga Johnson and Jessica DiNapoli

WASHINGTON (Reuters) - Wall Street's top regulator on Tuesday proposed a pair of long-awaited rules that would set new limits on shareholders’ ability to call for corporate changes on thorny issues like climate change disclosures and executive compensation.

In one of the biggest wins for the corporate lobby under President Donald Trump, the U.S. Securities and Exchange Commission voted 3-2 along partisan lines to raise the re-submission thresholds for motions that shareholders file on company ballots and to put new requirements on firms guiding investors how to vote in corporate elections.

Both shareholder proposals and proxy advisory firms are cornerstones of corporate governance and how investors hold management accountable.

Both changes will be subject to public comment.

Democrats Rob Jackson and Allison Herren Lee voted against the rules, saying they tilted the playing field toward corporate management.

"In each aspect of today’s two proposals, the odds are stacked against shareholders," Lee said.

The current thresholds for re-submissions of proposals date from 1954, SEC officials said. Under the new rule, proposals resubmitted to companies within five years must have won 5% support in the past, up from 3% under current guidelines, with other minimum thresholds increasing for the second and third times proposals are resubmitted, SEC officials said.

The agency's proposed rule aims to end shareholder proposals that appear on corporate ballots with diminishing levels of support, officials said.

The SEC also proposed to require proxy advisory firms to give companies two chances to review their recommendations before they are sent to shareholders.

Proxy advisory firms, including Institutional Shareholder Services Inc., recommend to investors how to vote and cast ballots on behalf of some asset managers.

Tuesday's proposal seeks to impose a "review and response process" by allowing companies five days to review proxy adviser proposals and provide feedback to the advisers, who would then have two days to notify companies when they will send their recommendations, SEC officials said.

The process aims to "allow advisers and companies to better communicate about the aspects of the proxy advisory report that meets a standard of interest" on proposed issues, they said.

Industry groups, like the U.S. Chamber of Commerce and the National Association of Manufacturers, both of which lobbied aggressively for the proposals, praised the SEC's moves.

"The current opaque system of proxy advice degrades the information available to investors," Tom Quaadman of the Chamber told Reuters.

"Reforming the proxy process will empower manufacturers to invest in our people and our communities more confidently," said NAM chief executive, Jay Timmons.

New York City Comptroller, Scott Stringer, said that if implemented, the agency's actions would be "a shameful gift to corporate executives at the expense of shareowners."

ISS President and Chief Executive Gary Retelny said in a statement that institutional investors, which hire proxy advisers, had not called for the new rules.

“Rulemaking typically is a lengthy and deliberative process and one can hope the SEC listens to and addresses the concerns of the investors it is charged with protecting."

Jackson said the agency should have a taken a more "nuanced approach" in its data analysis to determine which shareholder proposals are value-enhancing versus value-destroying, and tailored the proposal accordingly.

"Whatever problems plague corporate America today, too much accountability is simply not one of them," he said.

U.S. SEC proposes rules that could limit shareholder voices

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