New Securities and Exchange Commission Policy Bars Main Street Investors From Posting on Its Public Database

Shareholder Rights Group asks the SEC to rescind policy change 

January 28, 2026 — The U.S. Securities and Exchange Commission Division of Corporation Finance announced last week that it will bar shareholders who own less than $5 million in a company's stock from use of the SEC's EDGAR database, which heretofore was a taxpayer-paid public service for stockholders of all sizes to share material information ahead of upcoming stockholder meetings. 

On January 28, representatives of the Shareholder Rights Group and other organizations, including Ceres, the AFL-CIO, Interfaith Center on Corporate Responsibility and As You Sow met with representatives of the Division of Corporation Finance  to express concerns about this new policy as well as other recent developments that undercut shareholder rights. 

For decades, stockholders of every size have posted informational filings, called exempt solicitations, to the SEC website as part of their efforts to provide fellow investors with material information and recommendations ahead of stockholder votes. The posting via EDGAR, together with other dissemination, helps to ensure that the notices reach fellow shareholders and analysts. By cutting off this channel, the policy erects a very high bar that Main Street investors cannot meet - in order to share the information via Edgar, one must hold $5 million in shares in a single company of concern.  This effectively reserves the SEC platform as available only to the largest investors.

Sanford Lewis, Director and General Counsel of the Shareholder Rights Group, was among the delegation who met today with representatives of the SEC Division of Corporation Finance. In the meeting, he urged the Division on behalf of the Shareholder Rights Group, to rescind the new policy:

The SEC's EDGAR database is the leading public forum and record for disclosures regarding upcoming annual meeting votes.The new measure strikingly tilts the playing field and this public record - allowing companies to post to the SEC record their solicitations regarding support for directors or other company initiatives and opposition to shareholder proposals, but cutting off access for most investors to respond.

The SEC Division of Corporation Finance should immediately reverse this guidance and restore equitable access to EDGAR for notices of exempt solicitations, or risk further eroding investor confidence and market transparency.

Lewis also notes that the new exempt solicitations policy change is unfair, unnecessary, and contrary to the SEC’s investor protection mission.The result is direct harm to investors and the market as a whole. Capital markets function best when participants have access to more information, not less. These policies severely disadvantage Main Street investors, aligning with the current administration’s apparent tilt toward wealthy, plutocratic interests, and also harm companies by eliminating notice of their shareholders’ activities,  reducing visibility into their own investor base and eliminating an opportunity to respond and for a record of investor-company dialogue to be accessible within the SEC database.  

Posting these notices on EDGAR does not expend substantial taxpayer funds – the system is automated. It is hard to discern a justification for the change in guidance, other than as part of the broader, coordinated rollback of shareholder rights reflected in the SEC’s decision to suspend substantive no-action relief for the 2025-2026 season and signals about paring back Regulation S-K disclosures. 

The imposition of this new and discriminatory policy withholds a public right from smaller shareholders and blocks all but the largest investors from participation. The implications seem to be that only the wealthy can participate and only the rich have insights or ideas worthy of consideration, resulting in the democratic ideals of fair play and equal access being lost. 

See also statement from ICCR. 
    # # #

Shareholder Rights Group Analysis Finds Weinberg Center Survey Report on Shareholder Proposals Is Systematically Misleading

 Immediate Release

January 26, 2026 

For Information
sanfordlewis@strategiccounsel.net
413 992-8297 

The Shareholder Rights Group (SRG) today released a critique of a recent survey report issued by the Weinberg Center for Corporate Governance. The analysis found that the survey report materially distorts its own data through selective framing, methodological flaws, and interpretive errors—raising serious concerns that the report could misinform ongoing policy debates over shareholder rights and the SEC Shareholder Proposal Rule 14a-8. The critique is available online here. 

“While the underlying survey contains some useful information, our analysis concludes that the report’s narrative repeatedly diverges from the actual results,   and overstates arguments for restricting shareholder proposals,” stated Sanford Lewis, Director and General Counsel of the Shareholder Rights Group.

Key Findings

·       Costs Dramatically Overstated

o   The Weinberg Center report mischaracterizes four-year aggregate company costs as annual costs, inflating figures by a factor of four.

o   Reported costs are self-described, likely overstated, and may conflate routine governance expenses with proposal-specific costs.

·       Benefits Largely Ignored

o   The survey failed to ask respondents to quantify the benefits of shareholder proposals, despite a majority of respondents indicating that benefits range from modest to irreplaceable.

o   Over half of respondents concluded that the benefits of Rule 14a-8 outweigh its costs—an outcome downplayed in the report’s analysis.

·       Biased Framing Against Environmental and Social Proposals

o   Survey questions improperly framed entire subject areas—such as environmental, social, and political issues—as presumptively illegitimate.

o   Despite this bias, substantial portions of respondents continued to support proposals in these areas.

o   The report nonetheless characterizes non-traditional governance topics as marginal, misrepresenting respondent views and ignoring evolving investor perspectives on material risk.

·       False Narrative on Federal vs. State Oversight

o   Contrary to claims by the report and its author, nearly 70 percent of respondents favor retaining federal administration of Rule 14a-8 when asked about long-term preferences.

o   Support for shifting authority to states or allowing companies to set their own rules remains a clear minority position, including among company representatives and directors.

·       Misleading Questions on Ownership Thresholds

o   Survey questions omitted existing eligibility standards, skewing responses toward extreme thresholds that would eliminate nearly all shareholder proposals.

o   Percentage-based thresholds presented in the survey would require tens of millions or billions of dollars in ownership, effectively silencing all but the largest shareholders.

·       SEC Process Considered More Fair Than Portrayed

o   A majority of respondents described the SEC’s shareholder proposal process as somewhat to very fair, a finding minimized in the report’s narrative.

o   Broad consensus emerged that the SEC no-action process is preferable to litigation, offering speed, lower cost, and predictability.

o   The survey author characterizes the results as reflecting widespread dissatisfaction, but the underlying data could instead indicate routine disagreement inherent in an adversarial regulatory process.

·       Mischaracterization of Shareholder Democracy

o   The report adopts an unduly narrow conception of shareholder democracy by treating the number of proposals that reach the ballot and majority vote outcomes as indicative of whether the process serves a mechanism of shareholder democracy.

o   This framing overlooks the core democratic function of the shareholder proposal process: it provides shareholders of all sizes, and not only the largest institutions, with a structured, credible means of raising concerns, engaging boards and management, and placing issues on the corporate agenda.

Conclusion

SRG cautions that policymakers who rely uncritically on the Weinberg Center report risk being misled toward unnecessary and harmful restrictions on shareholder rights. SRG urges greater methodological rigor, neutral question framing, and independent oversight in future research on shareholder proposals—especially at a time when those rights are under increasing policy and regulatory pressure.

The Shareholder Rights Group is an association of investors formed to defend the shareowner's right to engage with public companies on governance, corporate accountability and long-term value creation.

 

#   #  #

 

Comment on December 11, 2025 Executive Order on Proxy Advisors and Shareholder Proposals

Sanford Lewis* 
Director and General Counsel
Shareholder Rights Group

 

On December 11, 2025, President Trump issued an Executive Order directing federal agencies to reassess the regulation of proxy advisory firms and shareholder proposals. The order marks a significant federal intrusion into the proxy voting ecosystem and raises serious concerns about investor protection and choice including viewpoint discrimination, as well as the overall policy approach to regulation of capital markets.

The order says that the SEC should consider revising or rescinding rules on shareholder proposals inconsistent with the "purpose of this order", which in context means focusing on shareholder proposals that implicate "diversity, equity and inclusion" and "environmental social and governance policies."

With rulemaking on the shareholder proposal process already on the SEC’s spring agenda, we can now anticipate that it may include certain types of rule amendments—everything from repealing the shareholder proposal rule in its entirety to more narrow amendments targeting DEI and ESG. Bills in Congress have already proposed mechanisms such as banning certain subject matters outright or eliminating the significant policy exception to the ordinary business rule.

The scope of intended constraint on shareholder proposals is unclear. ESG is spelled out to include "environmental, social and governance." Therefore, it could be understood to encompass all issues that would normally be voted on through the shareholder proposal process. In practice the SEC may propose constricting environmental and social proposals and leave greater leeway for traditional governance shareholder proposals.

The shareholder proposal process has driven best practices in corporate disclosure on environmental and social issues. Since so many investors view environmental and social issues as material to their investment strategy for management of long-term enterprise profitability and risk, as well as systemic or portfolio-wide risk, the executive order contradicts investors' freedom to invest as they see fit, attempting to impose a narrower range of appropriate considerations in investing.  

In my opinion, the underlying presumption that consumers do not care about environmental and social implications of a company's goods and services is also erroneous. There is strong evidence that they do care, further underscoring why narrowing the scope of appropriate investor influence on corporate policy is misguided; these issues affect consumer demand and therefore financial returns. Recent examples, including at Tesla and Target, illustrate how clearly these dynamics can manifest. Both recently lost market share after consumers reacted to reputation-harming developments at the companies that implicated social issues. 

Banning these topics from the proxy statement would have a "hydraulic" effect, redirecting investor concerns into other forms of recourse that are likely to be more disruptive and less predictable, and halting the focused and efficient proxy process for elevating these issues.

The range of provisions in the order on proxy advice also represent an assault on the ability of investors to seek the proxy advice that they choose, implicating the first amendment as demonstrated in the ongoing Texas litigation where a federal district court enjoined enforcement of a Texas law seeking to regulate proxy advice on ESG topics.

*These are my personal opinions and may not reflect the view of individual Shareholder Rights Group members.