SEC Proposes Updated Standards for Proxy Firms

Nov 06, 2019

The Securities and Exchange Commission proposed amendments to rules governing proxy advisory firms and shareholder proposals for company proxy statements.

Among the amendments, the SEC would raise thresholds for submitting and resubmitting shareholder proposals. To be eligible, shareholders would have to own at least $2,000 in company shares for three years, up from one year. The threshold would be $15,000 for two years and $25,000 for one year.

The SEC also proposed amendments to allow a period of review and feedback on any proxy voting advice. The review period would apply to companies that file proxy materials 25 days or more in advance of a meeting. Proxy advisory firms would also have to disclose material conflicts of interest.

ICBA has asked the SEC to modernize its proxy rule to prevent shareholder activists from resubmitting proposals without broad shareholder support. ICBA also continues to support legislation that would require these firms to register with the SEC and disclose any conflicts of interest.