Shareholder Rights Group Letter to SEC Chair Jay Clayton


October 25, 2019

The Honorable Jay Clayton
Chairman
US Securities and Exchange Commission
100 F Street, N.E.                              
Washington, D.C. 20549
Re: Potential Rulemaking on Shareholder Proposal
Filing and Resubmission Thresholds        
Dear Chairman Clayton,

We are writing to you, as some of the leading proponents of shareholder proposals, to urge you to truly take a stand for retail and Main Street investors by resisting current efforts to curtail our rights to file proposals. Your recent public remarks raise new concerns for us that you may be on the verge of succumbing to that pressure.  We learned today in a report by Reuters and FT, that it appears that the Commission may be poised to vote on proposed rule changes on November 5.

Please don’t silence retail investors by rigging the rules against us
In a September 24 House Financial Services Committee Oversight hearing, you publicly stated that you “don’t like it that 25 or 30% of proposals are filed by a few proponents.” The implication seemed to be that you are looking to adjust the thresholds for shareholder proposal filing and resubmission to reduce or curtail the ability of the “few” proponents to file proposals.

Given your focus on protecting the rights of retail and Main Street investors, this leads us to believe that you may have been misled by the advocates for amendments to the shareholder proposal rule. Therefore, we are writing to correct a number of misperceptions implicit in this statement and to ensure that the Commission has adequate information before initiating an unnecessarily costly, contentious and harmful rulemaking.

The filing of a significant portion of proposals by a few individual proponents is neither new, nor unsupported by fellow investors. In fact, the 14a-8 proposal process, since its inception, has always had the effect of empowering a few shareholders who have made it part of their investing strategy and mission to improve the governance of the companies in which they invest. From the 1950s onward, there were active shareholders with limited stock holdings
like the Gilbert brothers and Wilma Soss who pressed for sensible and practical governance changes by companies through the proxy process. Over time, many of the changes they sought were implemented and even adopted as SEC rules. Compared with historical numbers, the proportion of proposals currently filed by so-called gadflies, the active corporate governance proponents, has fallen from 100% when the shareholder proposal rule was first instituted, down to 50% some years ago, and to 30% today.

What has changed over these years, and the reason we believe you are under pressure to suppress the “gadflies,” is that gadflies are winning much more support for their proposals. Large numbers of mainstream, institutional, and values or faith based investors are voting in favor of those proposals, very often leading to majority support or higher. [1] Disrupting such productive corporate governance engagements is not in the best interest of the investing community or the capital markets.

You stated in the House Financial Services Oversight hearing: “What will the new threshold be? We are working on it, but in an ideal world it’s a threshold that has access for a long term investors in the company and have a meaningful stake at a personal level." We believe the existing thresholds accomplish exactly that goal, and do not merit a rulemaking to make changes.

Significantly elevating the filing or resubmission thresholds would not just affect the “gadflies,” it would hobble a wide array of investors who are raise risk management and governance issues with their investee companies and achieve significant progress through both voting and engagement. The ownership thresholds of the current rule are relevant to many of our organizations and funds which promote other governance or ESG proposals. Our proposals for ESG disclosure and performance improvement have also seen a significant spike in voting support among investors. This is in alignment with the general interest of the investing community in ESG investing strategies and disclosure.[2]

Our concerns about specific threshold changes
We understand that one proposal pending before the Commission would significantly raise the required number of shares, or the holding period, needed to file a proposal. Raising the threshold significantly would prevent small diversified shareholders from participating in the shareholder proposal process. If you lead the Commission to increase the filing threshold significantly, you risk depreciating the bundle of rights associated with share ownership. Those rights include the right to file proposals.

Raising the filing threshold significantly would harm retail investors whose diversified portfolios and acquired shares were sufficient to engage with their companies, and now may find that those rights have been depreciated and eliminated. Moreover, abrupt declines in share prices at mismanaged companies would block the filing of proposals when they are most needed, by impeding the submission of proposals from shareholders whose stock has lost market value during the preceding year.

A second proposal under consideration apparently involves a steep increase in the resubmission threshold, undermining our ability to sustain necessary focus on emerging issues for which support tends to grow over time. Issues that draw concern of four or five percent of investors often prove financially material over time; our proposals often serve as a needed alert, rather than a diversion.[3]

The resubmission thresholds are already functional. Shareholders are quite able to reject ill-advised proposals through the current resubmission thresholds. For example, in 2019 shareholders consistently provided less than 3% support to proposals seeking an ideological litmus test for board members at Discovery, Starbucks, Apple, Twitter and Amazon. Shareholders at Exelon similarly rejected a proposal to “burn more coal” with only 1.6 percent support. Investors also rejected a request to report on how Gilead Sciences spent its share of the federal tax cut, a proposal that earned only 2.2%. Those proposals are barred under the resubmission thresholds from reappearing on the proxy.

In addition, if the resubmission thresholds are increased significantly, the recent growth of multi-class share ownership will combine with predictable insider share voting to distort the outcomes even in the face of substantial support by external investors. Undoubtedly, if the CEO, board, and other insiders oppose the proposal, they will vote against it. Where companies have multi-class share structures, company insiders will typically represent a majority percent of the vote (while owning far less in economic stake of the company).[4] It makes no sense to allow dual class share owners and insiders to have such an oversized opportunity to block proposals from recurring, effectively silencing the voice of minority shareholders.  

Major changes to submission or resubmission thresholds under consideration could place the right to file shareholder proposals out of reach of true Main Street and retail investors. In the event that the Commission nevertheless votes to propose rule changes on November 5 as reported by Reuters, we  strongly recommend that you allow ample time for public comment, at least 90 days.

We urge you to stand up for our rights.

Sincerely,


Sanford Lewis
Director
Shareholder Rights Group


Cc:
Docket: Staff Roundtable on the Proxy Process 4-725

Hon. Michael D. Crapo, Chair, Committee on Banking, Housing, and Urban Affairs, United States Senate
Hon. Sherrod Brown, Ranking Member, Committee on Banking, Housing, and Urban Affairs, United States Senate
Hon. Maxine Waters, Chair, Committee on Financial Services, United States House of Representatives
Hon. Carolyn B. Maloney, Chair, Subcommittee on Investor Protection, Entrepreneurship, and Capital Markets Committee on Financial Services, United States House of Representatives
Hon. Patrick T. McHenry, Ranking Member, Committee on Financial Services, United States House of Representatives

Hon. Robert J. Jackson Jr., Commissioner, U.S. Securities and Exchange Commission
Hon. Hester M. Peirce, Commissioner, U.S. Securities and Exchange Commission
Hon. Elad L. Roisman, Commissioner, U.S. Securities and Exchange Commission
Hon. Allison Herren Lee, Commissioner, U.S. Securities and Exchange Commission
Mr. William Hinman, Director, Division of Corporation Finance, U.S. Securities and Exchange Commission
Mr. Rick Fleming, Investor Advocate, Office of the Investor Advocate, U.S. Securities and Exchange Commission

Ken Bertsch, Executive Director, and Jeff Mahoney, General Counsel, Council of Institutional Investors
Josh Zinner, CEO, Interfaith Center on Corporate Responsibility
Lisa Woll, CEO, US SIF: The Forum for Sustainable and Responsible Investment
Heather Slavkin-Corzo, Head of US Policy, UN Principles of Responsible Investment



[2] https://siinstitute.org/special_report.cgi?id=80
[3] Shareholders that in aggregate account for 3% or 6% of the vote may hold a significant minority view that proves accurate and prescient in identifying company risks. For example 5% of Monsanto investors supported a proposal to require the company to assess the looming public health risks of its product glyphosate; within a few years, it appeared that the liabilities associating glyphosate with cancer causation are expected to drive Monsanto’s purchaser, Bayer, into bankruptcy. https://corpgov.law.harvard.edu/2018/12/17/the-prescience-of-5-of-investors-a-monsanto-case-study/

[4] In effect, a shareholder proposal opposed by management at multi-class companies may never have a fair opportunity to reach threshold vote levels. For example, the 2018 shareholder proposal at Alphabet (which has three classes of stock including an insider class with ten votes per share) seeking to “Give Each Share an Equal Vote” garnered 28% of the overall vote after being resubmitted for several years. However, the filer of this proposal estimates that 87% of non-insider votes supported the proposal. The stark difference between 28% (including insider votes) and 87% (only non-insiders) illustrates the peril posed by calculating refiling ability when including insider ownership at multi-class share companies. Had this proposal received this vote under revised resubmission thresholds that require 30% vote in third and subsequent years, the proposal would have been excluded from future filings despite the high level of non-insider support. After refiling in 2019, this proposal earned 30% of the overall vote which represents an estimated 92% of the non-insider vote. More generally on the disastrous implications of dual class share structures, see  https://www.sec.gov/news/speech/fleming-dual-class-shares-recipe-disaster


New SEC Staff Legal Bulletin furthers the distortion of "micromanagement"

Sanford Lewis, Director, Shareholder Rights Group
The SEC published Staff Legal Bulletin 14K on October 16, 2019. We appreciate the publication of these guidance documents, and believe the Bulletin in many aspects provides helpful clarifications that may reduce the number of misdirected no action request filed by issuers.
However, we are troubled by a problematic passage which solidifies the Staff's controversial new approach to micromanagement, an approach which led to exclusion of important climate change proposals in 2019, including at Exxon Mobil:
[ w]e look to whether the proposal seeks intricate detail or imposes a specific strategy, method, action, outcome or timeline for addressing an issue, thereby supplanting the judgment of management and the board.… Following a successful vote on a shareholder proposal, management and the board generally consider whether and how to implement the proposal. Notwithstanding the precatory nature of a proposal, if the method or strategy for implementing the action requested by the proposal is overly prescriptive, thereby potentially limiting the judgment and discretion of the board and management, the proposal may be viewed as micromanaging the company.
This language appears inconsistent with, and a clear deviation, from other language that appears in a note to the Rule which states quite clearly that most proposals will be acceptable (not unlawfully interfering with the business judgment and discretion of the board or management) as long as they are framed as advisory proposals. The Commission established in the Note to Rule 14a-8(i)(1), that: 
Depending on the subject matter, some proposals are not considered proper under state law if they would be binding on the company if approved by shareholders. In our experience, most proposals that are cast as recommendations or requests that the board of directors take specified action are proper under state law.
It is hard to reconcile this language with the new interpretation of micromanagement.  We continue to believe that the Staff has taken an unfortunate turn in its interpretations of micromanagement, and we will continue to advocate for a reversal of this new policy.


Shareholder Proxy Rights: A Resource List



In the midst of the chaos enveloping Washington, DC, there is a danger that you may lose track of developments affecting your shareholder rights.  At risk is your right as an investor, together with your trustees and advisors, to engage with public companies to improve governance, and to elevate attention to emerging risks that may affect financial returns over the long term. 

Through shareholder proposals, investors can communicate with fellow shareholders on issues of concern, and demonstrate shareholder voting support on neglected issues such as the risks posed to the company from climate change, the need to bring more people of color and women to the board, or the need to reform broken governance processes of board or management. There is pressure from the Business Roundtable and a few large companies on the Securities and Exchange Commission, seeking to weaken the shareholder proposal rules as part of the current Administration’s rollback of business regulatory requirements. 

Where can I learn quickly about the threats to my rights?
A new website, the Investor Rights Forum, provides a primer on your Rights at Risk. The site also documents the important impacts of the shareholder proposal process. For instance, a case study profiles the work of religious investors to guide pharmaceutical companies to take action to avoid mishandling the opioid crisis. It is no exaggeration to say that proposals like these may help to steer companies away from the edge of bankruptcy-inducing mismanagement and risk. The site also profiles governance reform efforts, such as the New York City employee pension funds campaign using the shareholder proposal process to promote proxy access. 

The Threats.
The Securities and Exchange Commission has announced that it is considering conducting a rulemaking to alter the thresholds for filing or resubmitting shareholder proposals. These moves could significantly restrict the ability of investors to file important, non-binding resolutions with companies they hold shares in. In addition, the SEC recently announced a change in the manner in which it handles decisions regarding whether proposals may be excluded from a proxy statement (“no-action decisions”). The newly announced policy, under which the SEC may issue oral decisions instead of written ones, or even decline to address a proposal entirely, appears likely to increase the costs and uncertainties associated with filing a shareholder proposal. 

 Shareholders Push Back. 
The site provides examples of models of correspondence for investors concerned about  preserving these rights, which could allow you as an investor to submit your own letter to the decision-makers at the SEC and the  House Financial Services Oversight Committee in Congress.  For instance, the site highlights a September 13, 2019 letter from investors representing 525 Billion in assets under management asserting that changes in the shareholder proposal rules are unnecessary, and another letter from investment coalitions including the Council of Institutional Investors and Ceres, urging the SEC to rescind the potentially radical changes to the no action process. 

 The Investor Rights Forum website has been produced through the combined efforts of three investor organizations - the US Social Investment Forum, The Interfaith Center on Corporate Responsibility and the Shareholder Rights Group. 



Frequently Asked Questions 
about Shareholder Proposals 

Q. Who can file a shareholder proposal?

A shareholder in a US publicly traded company can file a proposal of up to 500 words to be voted on at the company’s next annual meeting. The shareholder must have owned a minimum of $2,000 in stock for at least a year. The company is required by the SEC to distribute a proxy statement to all shareholders prior to the meeting, allowing them to vote in absentia.

Q. What kinds of issues are addressed by shareholder proposals?

SEC rules limit the subject matter of proposals — generally either to corporate governance matters (e.g. the ability of shareholders to nominate board members) or to a significant policy issue facing a company (e.g., asking the company to report on how rising ocean levels from climate change are likely to affect the company’s coastal operations).    

Q. What is the rationale for critics’ efforts to roll back these important investor rights?

The companies claim either that shareholder proposals are costly, or that they divert attention from other issues considered more important by the company’s insiders, such as the board or management.

Q. Are these valid arguments?

There are minimal costs associated with printing a 500 word statement on the Company’s proxy statement, which typically includes hundreds of thousands of words. 
The legal costs of fighting to keep a proposal off the proxy are entirely at the company’s discretion.
Any concerns about distraction or attention must be weighed against the value in  shedding light on issues of risk or opportunities of concern to investors but  neglected by board or management.  
There is abundant evidence on this Investor Rights Forum website that shareholders, including retirees whose pensions depend on long-term value of company share prices, benefit from proposals.

Q. How frequently do public companies receive shareholder proposals?

Most public companies do not receive any shareholder proposals. According to Institutional Shareholder Services’ Voting Analytics database, 759 shareholder proposals were submitted in the first half of 2019 (the “proxy season”) at 412 companies in the Russell 3000. Fewer than 14 percent of companies received a proposal, and the median number of proposals received was one per company. In other words, the average Russell 3000 company can expect to receive a proposal once every seven years.

Q. What type of companies are more likely to receive shareholder proposals?

Large companies are far more likely to receive shareholder proposals because these companies represent a greater portion of investors’ equity portfolios. According to Institutional Shareholder Services, S&P 500 companies received 570 proposals in the first half of 2019. This equals 75% of the proposals received by Russell 3000 companies, and corresponds to the S&P 500’s coverage of the Russell 3000’s market capitalization. In contrast, smaller companies rarely receive proposals.

Q. Are the number of shareholder proposals increasing over time?

No. According to the ISS Voting Analytics database of Russell 3000 companies, shareholders submitted an average of 825 proposals per year during the 10-year period between 2009 and 2018. The number of submitted proposals fluctuated between 800–900 proposals per year, except for a dip to 603 proposals in 2011 and 673 proposals in 2012 after the SEC’s adoption of say-on-pay vote requirements.

Q. What percentage of proposals actually go to a vote at annual meetings?

Less than half of all submitted proposals actually go to a vote. Out of the 8,247 proposals at Russell 3000 companies that Institutional Shareholder Services tracked during the 10-year period between 2009 and 2018, only 4,303 proposals (52%) went to a shareholder vote. The SEC permitted companies to omit 1264 proposals (15%). The remaining proposals were withdrawn or otherwise did not go to a vote.

Q. How many proposals receive less than 10% support? What about 30% support?

In the first half of 2019, 42 proposals received less than 10% of the For/Against vote out of 331 proposals that went to a vote (13% of the voted proposals) and 151 proposals received less than a 30% vote (46% of the voted proposals). Increasing the resubmission requirements from a 10% vote to a 30% vote potentially could prevent the resubmission of an additional 109 proposals after their third year.

Q. How often do shareholder proposals with low votes get resubmitted year after year?

Resubmissions for a third or fourth time are very rare. Since 2010, shareholders resubmitted environmental and social issue proposals only 35 times after receiving votes under 20% for two or more years. This affected only 26 companies.

Q. How frequently do individual investors use the shareholder proposal rule?

According to the ISS database, the Chevedden, Steiner and McRitchie families submitted approximately 1,700 shareholder proposals between 2004 and 2017. Proposals by this group of individual investors represent 14.5% of the 11,706 shareholder proposals contained in the ISS database.  Notably, their proposals receive higher than average voting support. Typically 40% of shareholders voted in support of these shareholders’ proposals when they went to a vote.  Often these governance proposals are passed by a majority of shareowners.

Q. Who is trying to roll back these rights?

Representatives of a few of the largest US companies, especially the largest oil and gas companies, are working aggressively to roll back the right to file shareholder proposals. These organizations include  think tanks and advocacy groups funded by the the US Chamber of Commerce and National Association of Manufacturers  with  misleading names, such as the Main Street Investors Coalition (funded by the National Association of Manufacturers)  and the  “Institute for Pension Fund Integrity” funded by “dark money” sources of funding that are undisclosed and nontransparent. 
The Business Case
USSIF/Council of Institutional Investors/Ceres/ICCR

“The shareholder resolution process is important because it allows investors to communicate with boards, management and other shareholders about ways to protect their interests in a proactive, forward-looking way on important corporate governance, risk and policy issues affecting companies, before a crisis arises that erodes shareholder value.”


“Small shareholders filing proposals often catalyze beneficial actions and changes in corporate governance and practices that benefit the company and all shareholders. And many large asset owners and asset managers who rarely file shareholder proposals now vote for ESG proposals filed by smaller shareholders.”

[link]

Julie Gorte, Pax World Funds
"A new paper sponsored by the National Association of Manufacturers purports to show that shareholder resolutions do not benefit shareholders. The study alleges that while climate change is real, resolutions related to companies reporting on business management and risks in a world undergoing a low-carbon transition do not improve value for shareholders. The authors then select—perhaps a better term is cherry-pick—ten resolutions filed over a four-year period from 2013 to 2017. They don’t say how they picked those ten, which is an early indication that this study may be flawed. According to the Sustainable Investments Institute, 425 climate-related shareholder resolutions were filed during that 4-year period and 142 of those resolutions were filed with companies in the Oil, Gas and Consumable Fuels industry. Of that 142, 36 resolutions specifically addressed company reporting on the 2⁰ transition."   
"So why pick only ten resolutions? Why those ten? Why are only three of the ten about the subject the authors claim to be examining? Crickets."
"Pax World and other shareholders file shareholder proposals not to get companies to tell us what they think the future of climate change will be—another unfounded assertion in the paper—but to understand how companies are likely to be affected by the world’s transition to a lower-carbon economy, and what the company is doing to address the related risks and opportunities. What really would inform investors of how well the company will weather the economic transition isn’t the shareholder vote, it’s the company’s strategic response to how it will manage that transition. Our objectives are to improve how the company performs in the long term, not how it performs in the weeks between the publication of a DEF-14 and the vote on proxy items."
Retail Investors and the Unmasking of the So-Called Main Street Investors Coalition


“It is a Washington organization that purports to represent the little guy — the retail investor that it says has no voice in corporate America…The group is actually funded by big business interests that want to diminish the ability of pension funds and large 401(k) plans — where most little guys keep their money — to influence certain corporate governance issues.”

“Why would the Main Street Investors Coalition want to do this? Because it should probably be called the National Association of Manufacturers — after all, that’s the name of the industry group that helped start it and is among its largest funders...The truth of the Main Street Investors Coalition is that it is an organization aimed at preventing investment firms from raising issues like climate change. Mr. Banks said as much when explaining how he had decided to start the group.”
So Called "Main Street Investors” Group Actually Aims to Limit Shareholder Rights 
CorpGov.net

“In reality, it is a corporate-funded group with no real ties to retail investors, and its advocacy is as fake as its name.”

“MSIC uses inflammatory language, unsupported assertions, and out-and-out falsehoods to try to discredit the institutional investors who file and support non-binding shareholder proposals. While these proposals are filed at a very small fraction of publicly traded companies and even a 100 percent vote does not require the company to comply, somehow, this very foundational aspect of free market checks and balances is so overwhelming a prospect to corporate executives that they are unable to provide a substantive response and instead establish what in Washington is referred to as an “astroturf” (fake grassroots) organization, setting up a false dichotomy between the interests of large and small shareholders.” “The MSIC perpetuates the myth that incorporating environmental, social and governance (“ESG”) factors inherently conflicts with protecting and advancing shareholder value. However, the 1,200 members of the United Nations-backed Principles for Responsible Investment – including Fidelity, BlackRock, Vanguard and State Street – with over $70 trillion in assets under management, have committed to consider ESG issues in the investment decision-making process since these factors may affect shareholder value.”

[link]

Responses to Corporate Initiatives for Rulemaking to Constrain the Shareholder Proposal Process

Shareholder Rights Group

“It is well known that larger investors, in particular, tend to assess new issues first through engagement processes rather than voting in favor of the proposals… An increase to the resubmission threshold would derail this important process and end discussion of what have frequently become important issues for company management and boards to consider.”

“By creating a steeper on-ramp, the effect of the proposed changes to the resubmission thresholds would undermine the ability of shareholders to flag and engage with companies and fellow shareowners on emerging issues, or present innovative ideas. As such, it would reduce the dynamism of shareholder participation and engagement.”

 [link]


“The lack of a genuine problem should be enough to suggest that [rulemaking on the shareholder proposals process] ought not be a priority for the SEC rulemakers… It is essential to also recognize that screening out new proposals or resubmissions of existing ones would not be harmless, but would mean the loss of crucial services to investors and corporations.”

“It is vital to recognize that the current 3%, 6%, and 10% thresholds of Rule 14a-8(i)(12) often prove relevant to the learning curve for companies and investors. The fact that a proposal has achieved the established Rule 14a-8(i)(12) benchmarks, and may appear on the proxy in a subsequent year, often inspires the board or management of companies to engage in dialogue and implement actions responsive to the proposals.”
[link]
CorpGov.net

“Aside from serving to increase accountability, proposals often serve as an “early warning” system. Had companies listened, we might have avoided the 2008 financial collapse, since proposals concerning predatory subprime lending and the securitization of such subprime loans were introduced in 2000. Proposals beginning in 2003 asked securitizers to police their loan pools.” [link]




Proxy Advisory Firm Legislation  

“H.R. 4015, the “Corporate Governance Reform and Transparency Act of 2017,” and similar language which was incorporated in Subtitle Q of Title IV of H.R. 10, “the Financial CHOICE Act,” would require, as a matter of federal law, that proxy advisory firms share their research reports and proxy voting recommendations with the companies about whom they are writing before they are shared with the institutional investors who are their clients. In essence, while the stated goal of the proposed legislation is the “protection of investors,” as the primary customer of proxy advisory firm research, institutional investors believe that adding the new proposed requirements to the industry is unnecessary, overly burdensome and counter-productive."

“The proposed legislation appears to be based on several false premises, including the erroneous conclusion that proxy advisory firms dictate proxy voting results and that institutional investors do not drive or form their own voting decisions. Indeed, many pension funds and other institutional investors contract with proxy advisory firms to review their research, but most large holders have adopted their own policies and employ the proxy advisory firms to help administer the voting of proxies during challenging proxy seasons.”


2018 SEC Decision-making on Shareholder Proposals


“Recently, SEC and external actions have had—or propose to have—a significant impact on this process… the pressure on the SEC from the corporate community to limit shareholder proposals has persisted, and helped to prompt changes in policy during the 2018 proxy season.”

“At a time in which shareholder proposals are receiving unprecedented levels of voting support due to recognition of risks to investments, the micromanagement rulings threaten to undermine market-wide investment objectives on an array of issues implicating corporate risk management and financial and ESG performance.” [link]


“The recent decision in EOG Resources,Inc. (February 26,2018) involved the exclusion of a form of shareholder proposal that has long been considered by the SEC staff to be acceptable and to not constitute micromanagement for purposes of Rule14a-8(i)(7).”

“For decades, shareholder proponents and corporate counsel have relied upon reasonably consistent decision-making in this area, allowing us to craft our proposals and our arguments to steer clear of micromanagement. It has been our understanding that… a  target-setting proposal would generally be appropriate, but a target-setting proposal that specified an unreasonable timeframe for completion, or detailed specific targets with set dates, would arguably constitute micromanagement as these additional details would invite shareholders to  delve too deeply into complex matters that should be reserved for management.”   

 [link]

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