New SEC Rules Undermine Lobbying Disclosure Proposals

Since 2011, investors have filed over 600 shareholder proposals asking for lobbying disclosure reports that include federal and state lobbying amounts, payments to trade associations and social welfare groups used for lobbying, and payments to tax-exempt organizations that write and endorse model legislation. The proposal has been voted on at nearly 400 companies, produced more than 125 settlements for improved disclosure, and notched 13 majorities, including Exxon and McDonald’s. 

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2025 Update on SEC Rules for Shareholder Proposals

In order to help companies and investors determine whether a shareholder proposal qualifies to appear on the proxy statement under SEC Rule 14a-8, the SEC has developed a process to allow companies to inquire in advance whether a proposal must be included. The “no action” process is an informal review process through which the SEC staff advises companies and their investors on whether the SEC staff would recommend enforcement action if a company fails to include a submitted shareholder proposal on its annual proxy statement.  

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