The SEC announced an open meeting for July 13 to consider amendments to the proxy voting advice (i.e., proxy advisor) rules and proposed amendments to Rule 14a-8.
Pursuant to the Reg-Flex Agenda, the SEC is expected to adopt amendments to the proxy advisory rules that effectively rescind two core components of the rules adopted in 2020 (“2020 Rules”), which the Society supported. In its December 2021 comment letter in response to the outstanding proposal, the Society opposed the Commission’s unsubstantiated reversal of the 2020 Rules, which had not yet taken effect.
As for what may be contemplated for Rule 14a-8, the meeting agenda indicates: “The Commission will consider whether to propose amendments to update certain substantive bases for exclusion of shareholder proposals under the Commission’s shareholder proposal rule (Rule 14a-8).” This may conceivably consist of proposing to codify Staff Legal Bulletin14L issued by the staff in November 2021, which – among other things - rescinded the longstanding company-specific approach to Rule 14a-8’s “ordinary business” exclusion and replaced it with a “broad societal impact” approach, and which has been attributed at least in part to an increase in the number and prescriptive nature of environmental and social shareholder proposals, coupled with a significant reduction in no-action relief.
See “U.S. SEC to vote on July 13 to adopt proxy rules that undo Trump-era condition” (Reuters).