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ARTICLE · 19 FEBRUARY 2025

Shift In Shareholder Proposal Guidance

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In January, Securities and Exchange Commission Commissioner Hester Peirce discussed her desire to reevaluate the SEC's shareholder proposal process, suggesting that the SEC do "a better job protecting investors from having their resources diverted to deal with shareholder proposals that are not aimed at maximizing corporate value."

United StatesCorporate/Commercial Law
Liz Walsh
Liz Walsh
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In January, Securities and Exchange Commission Commissioner Hester Peirce discussed her desire to reevaluate the SEC's shareholder proposal process, suggesting that the SEC do "a better job protecting investors from having their resources diverted to deal with shareholder proposals that are not aimed at maximizing corporate value." Commissioner Peirce pointed out that the number of shareholder proposals related to topics other than corporate governance, such as the environment and other social policy issues, has increased, and suggested that the financial and opportunity costs of such proposals are too high for companies. Instead, she recommended that the SEC work to "ensure that a proponent has some meaningful economic stake or investment interest in a company" and reconsider the operation of Exchange Act Rule 14a-8 as a basis to exclude proposals.

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