The SEC has proposed to Rescind Rule 14a-8 would be one of the most consequential changes to shareholder rights in generations. Complete rescission of Rule 14a-8, woiuld repeal the federal rule that has allowed qualifying shareholders to place proposals in company proxy materials for more than 80 years. Under Release No. 34-106383, File No. S7-2026-32, […]
A January 23, 2026, guidance from the staff of the U.S. Securities and Exchange Commission (Question 126.06), has reshaped how shareholders can communicate during proxy season. ICCR and As You Sow have stepped up to partially fill the void, but instead of having this information pushed out to them, shareholders must now go looking for […]
Virtual-only shareholder meetings were sold as a tool for broader access, but new evidence shows they are increasingly used to control dissent, filter investor questions, and weaken accountability. Drawing on Miriam Schwartz-Ziv’s groundbreaking research and years of shareholder experience, this post explains how virtual AGMs silence investor voice—and what reforms are needed to restore transparency […]
Exxon Vote Capture: approved. They applied for a no-action letter from the SEC Staff. It won approval on the same day. It is disheartening that Staff of a government agency would condone corporate vote rigging by authorizing the violation of the rules. (more…)
DEI support remains strong despite attacks by President Trump and officials in several states. Many states have issued guidance on how to stay legally compliant. As Timothy Smith of the Center on Corporate Responsibility (ICCR) points out, “this proxy season, approximately 98% of the shares voted to maintain current corporate diversity, equity, and inclusion programs.” […]
Yes, another case lost to the Trumpian world: Interfaith Center on Corporate Responsibility et al. v. SEC, U.S. District Court, District of Columbia, No. 21-01620. (Reuters) Here’s my take on this latest miscarriage of justice. Procedural Violations The DC Court acknowledged the SEC failed to disclose the Broadridge data, the Chief Economist’s memo, and the […]
The Business Roundtable Proxy “Reform” Agenda was recently released in a position paper entitled “The Need for Bold Proxy Process Reforms.” Far from encouraging healthy corporate governance, their agenda presents a grave threat to shareholder rights, public accountability, and efforts to address environmental and social challenges through the corporate ballot. This is yet another plan […]
ICCR AGM Reporting Form is now open to all shareholders! Take Action! Please report on your experience whenever you attend an annual general meeting (AGM). You no longer have to be a member to provide feedback, which will be aggregated and reported at the end of 2025. However, I am a member of the Interfaith […]
Climate Risk Disclosure: Take Action As many of you know, California enacted laws requiring climate risk disclosure in 2023. The California Air Resources Board (CARB) is now in the rulemaking process. On December 16, 2024, the Board solicited feedback to inform CARB’s implementing rules. (more…)
CII Spring Meeting 2025 Thank you, Nell Minow! I try to attend the Council of Institutional Investors meetings when they are held in California, but I’m just too cheap and time-constrained to travel to DC, especially when I’m not a member, so I cannot attend many of the sessions. (more…)
SRG Responds to HP, (SEC Commissioner Hester Peirce). Peirce wants to ensure shareholders who file resolutions have “some meaningful economic stake or investment interest in a company.” Our lawsuit against the SEC for a previous rulemaking by Chair Clayton, with the help of Peirce, which increased the qualifications for filing a shareholder proposal tenfold, is […]
SRG Responds to HP, (SEC Commissioner Hester Peirce). Peirce wants to ensure shareholders who file resolutions have “some meaningful economic stake or investment interest in a company.” Our lawsuit against the SEC for a previous rulemaking by Chair Clayton, with the help of Peirce, which increased the qualifications for filing a shareholder proposal tenfold, is […]
Just Investing Podcast United Church Funds introduced a brand-new podcast, “Just Investing,” to tackle big questions in responsible investing. The Podcast, hosted by Matthew Illian and Adam Sank, will feature “powerhouse guests,” who are some of the voices leading the charge for a future in which every investment is a step toward a better world. […]
2024 Proxy Season Results are almost entirely in for proposals I submitted for this year. This updates a prior post of 7/23/24. I haven’t reported any additional losses since that post. I can now count wins or partial wins on 32 out of 52 proposals, about 62%. We lost on 20 proposals. Six were a […]
“Campaign GM,” launched in 1970 by consumer advocate Ralph Nader and other activists, marked a pivotal moment in corporate governance history. At the company’s annual meeting, they challenged General Motors on social and environmental issues through shareholder activism. Campaign GM: Ralph Nader A prominent consumer advocate, Ralph Nader spearheaded the “Campaign GM” initiative in 1970 […]
ExxonMobil Director Accountability: What Wespath Benefits and Investments and Mercy Investment Services invite you to an urgent online briefing for investors and members of the press to learn about what is shaping up to be a highly consequential board election this spring as ExxonMobil ($XOM) investors seek a No Vote on two key Board members […]
SGI Celebrates 50 Years. Milwaukee, WI – On September 12th, the Seventh Generation Interfaith Coalition for Responsible Investment (SGI) will celebrate fifty years of service for people and the planet. Founded in 1973 by pioneers in corporate shareholder engagement, Fr. Michael Crosby, O.F.M., Cap., Sr. Alphonsa Puls, S.S.S.F., and Sr. Charlita Foxhoven, S.S.S.F., SGI members […]
Testimony to CalPERS 3/13/2023, Investment Committee Item 6b, by Jim McRitchie, a retired member. Note: Actual testimony was limited to 3-4 minutes. This version is slightly longer and includes links. (more…)
Ownership: Reinventing companies, Capitalism, and Who Owns What by Corey Rosen and John Case should be read by every director on the board of public pension funds. I (James McRitchie) am planning to send a copy to all the board members of CalPERS once newly elected members take office next year. In celebration of […]
CalPERS investments underperform. CalPERS underperformed for a decade, investment chief says in pitch for more risk. The country’s largest public pension system earned an average of 7.7% per year on its investments over the last 10 years. That’s 1.2% less than a hypothetical peer should have expected to earn in the same time period. To remedy the […]
Bruce Herbert on Vote counting, Chevron, and the changing tide of investor awareness. That’s a small fraction of Bruce Herbert’s focus at Newground Social Investment and some of what we will discuss on April 11, @ 11 am Pacific (2 pm Eastern). Register. CorpEngage.net houses links to scheduled Corporate Accountability Forums and a growing number of […]
ICCR Proxy Resolutions and Voting Guide now includes all proposals filed so far for the 2022 season by Corporate Governance. I could not be more delighted, since this is the group that is most responsible for inspiring my own work! ICCR has published its Guide every year since 1974. The 2022 Guide discusses 436 resolutions filed by […]
CorpGov.net 2021. We said goodbye to the Trump administration, filed shareholder proposals, held weekly discussions on corporate accountability in 2021, helped shape the SEC’s repeal of several Staff Legal Bulletins, the proposed N-PX rulemaking, and sued the SEC to overturn rules that harm the rights of Main Street investors. It was a productive year at […]
Spring 2021 CorpGov.net Proxy Proposal results are in, as reported below. New SEC rules will delay needed ESG reforms, so we worked in cooperation with more groups and filed more proposals than ever. We still averaged more than a 50% vote in favor. (more…)
Corporate Accountability Fall 2021: Restoring the Balance. This is your chance to discuss the issues with Nell Minow, Michae O’Leary, Andy Behar, Josh Zinner, Doug Chia, Bruce F. Freed, Heidi Welsh, Jon Lukomnik, Tim Smith, Christina Sautter, Rick Alexander, Karen E. Woody, Sanford Lewis. Spring will include Leo Strine Jr, Brandon Rees, Jackie Cook, David […]
Academy of Management 2021, #AOM2021. I was a discussant at a symposium entitled, Synergizing Corporate Activism Research: Building a Shared Understanding of an Evolving Phenomenon (session 913) This post is mostly for my future reference but readers may also find parts interesting. I welcome contact from those attending #AOM2021 who are interested in collaborating with investors. […]
Restore shareholder proposal rights to the pre-Trump era level. That is the objective of the complaint (pdf 2021 06 15 ICCR Complaint) filed this morning in the U.S. District Court for the District of Columbia challenging the Securities and Exchange Commission (SEC’s) recent amendments to the rule governing the filing of shareholder proposals. The revised […]
The Giant Shadow of Corporate Gadflies, by Yaron Nili and Kobi Kastiel, (download at SSRN) is one of the more objective reviews of the recent influence of “gadflies” on corporate governance in America. It might have been even better if the authors had discussed their work with the subjects of their study – the gadflies. (Disclosure: […]
Halt Corporate Political Spending. That is the recommendation of the Interfaith Center on Corporate Responsibility (ICCR), a coalition of investors representing over $US 2 trillion in assets under management. ICCR released a statement to the CEO members of the Business Roundtable (BRT) urging them to refrain from political spending. Take a six-month break and assess inherent […]
Trump celebrates labor day. Many who actually labor cringe at his repulsive words and actions. There are far instances too many to mention. Below are a few that are top of mind. (more…)
ESG Rulemaking by DOL – comments are in. Several investor organizations and financial industry firms released an analysis of the more than 8,700 public comments on the Department of Labor’s (DOL) proposed rulemaking on the consideration of environmental, social and governance (ESG) considerations in ERISA-governed retirement plans. There is overwhelming opposition to the “Financial Factors […]
SEC Staff COVID-19 Guidance was announced, probably at least in part, driven by a Rule14a-8 Coronavirus Letter Marh 11 pdf from the ICCR, US SIF and the Shareholder Rights Group. Guidance discusses virtual meetings, updating the time, date or location of a stockholder meeting and eliminates the federal securities law requirement that such change require […]
What 2020 shareholder resolutions can we expect to see in our proxies this year? Two of the most frequent compilers and filers are ICCR and As You Sow. Plus I also tell you about my own below. (more…)
SEC Release File No. S7-23-19 comments are due today. This Release and that of File No. S7-22-19 are the most dangerous I have seen during my twenty-five years of blogging. Both would make corporations less accountable to their owners and the public. Both would help turn corporate governance into a more democratic-free zone. Thousands of comments opposing […]
2020 ESG Proposal Lists Updated Our 2020 ESG proposal lists have been updated, thank to Lynn Jokela (bio) who posted something the other day at TheCorporateCounsel.net about how to find “other companies who are receiving the same shareholder proposals.” Presumably Jokela was focused on corporate counsel. Of course, our readers, primarily investors, also want to know who […]