Proxy Season

Following up on our latest blog with the stats on this: Ahead of this proxy season, Corp Fin issued this statement saying that it wouldn’t respond to no-action requests – at least until September 30, 2026 – unless a company is seeking relief under Rule 14a-8(i)(1), the “not a proper subject under federal or state law” exclusion basis for companies incorporated in Delaware. Companies are still required to …

It’s starting to look like the norm is that companies settle if they get sued after they decide to exclude a shareholder proposal. But whereas the other two settlements so far this proxy season involved the companies agreeing to include the shareholder proposal in their proxies – as the “Responsible Investor” reports in this article – this third company settled a lawsuit by agreeing to …

For the proxy season, we are now at a total of five lawsuits filed after Rule 14a-8(j) notices were sent to the SEC, as two new lawsuits were filed since I last blogged that two of these lawsuits had settled (with the company agreeing to include the proposal in their proxy as part of each settlement). The two new lawsuits are:

Last week, as noted in this press release, Vanguard settled antitrust challenges from a group of 13 state attorney generals by agreeing to pay $29.5 million and bolster its passive investing approach. The suit had been brought in the U.S. District Court in the Eastern District of Texas over Vanguard’s climate policies. As noted in this blog, the DOJ and FTC also have been pressuring …

With two investors having recently announced they would no longer be using traditional proxy advisors in the US, I thought it would be a good time to sit down with Will Goodwin – co-founder of Tumelo – to learn more about ProxyBeacon, an AI tool that is designed to support investment stewardship teams with faster, customized and auditable proxy research and recommendations. Romanek: How does …

A few days ago, I blogged a summary of the three pending lawsuits filed by proponents against companies who had received Rule 14a-8(j) responses from Corp Fin. Now, two of the three lawsuits have settled with the companies agreeing to include the shareholder proposal on the ballot. The two lawsuits that settled are the situation with a substantive basis exclusion that had a minimal mini-no-action …

Last week, I blogged about how four NYC public pension funds sued a company in a New York federal court over its decision to exclude a workforce diversity shareholder proposal after the company decided it had a “reasonable basis” to exclude and went through the process to procure this Rule 14a-8(j) “no objections” letter from Corp Fin. In that blog, we noted that the company’s …

Back when Corp Fin decided to bow out of serving as the referee for this proxy season, many preached that companies still had to be careful when deciding whether to exclude a proposal. Serving as the referee isn’t easy – and definitely opens you up to second-guessing. Something that the Corp Fin Staffers who have served on the “Shareholder Proposal Task Force” know all too …