WASHINGTON- The U.S. Securities and Exchange Commission (SEC) has for many years allowed shareholders in public companies to participate in the governance of those companies. Shareholders can ask companies to include in the company proxy statement proposals that would require or request specific action (other than director nominations). Companies may include those proposals, or may exclude them subject to SEC rules. Generally, the SEC has allowed proposals cast as recommendations or requests (non-binding proposals), to be included in a company’s proxy. In the wake of a recent federal court decision challenging an SEC interpretation excluding a shareholder proposal, the SEC published for comment alternative amendments to its rules that could result in sweeping changes to the proxy access process, including exclusion of all non-binding proposals. The SEC’s proposed amendments to the proxy rules have drawn criticism from many investor constituencies.
Witness List & Prepared Testimony:
Mr. Donald Kirshbaum, Principal Investment Officer – Policy, Office of the Treasurer, State of Connecticut
Ms. Ann L. Yerger, Executive Director, Council of Institutional Investors
