On September 13, the Society submitted this comment letter to the SEC urging the Commission not to adopt its proposed amendments to three exclusion grounds under Rule 14a-8. In the letter, the Society warns that the proposed changes would likely further increase the number and granularity of shareholder proposals, which would interfere with board authority, waste company resources, and confuse retail investors. The letter also requested the SEC rescind Staff Legal Bulletin 14L, which has led to a significant surge in the number of prescriptive ESG proposals that survive “ordinary business” no-action challenges and appear on corporate ballots.
The Society thanks the more than 30 members who participated in a working group that drafted and reviewed this comment letter. The Society is particularly grateful to June Hu and her team at Sullivan & Cromwell for their efforts to draft and assemble this letter.
Access additional resources on our Shareholder Proposals page.
This post first appeared in the weekly Society Alert!