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News, Commentary & Resources

Press Release: SEC’s Proposed Rule Changes Muzzle Shareholders and Shield CEOs From Accountability Thumbnail

Press Release: SEC’s Proposed Rule Changes Muzzle Shareholders and Shield CEOs From Accountability

The SEC voted today to consider sweeping changes to the regulations governing the shareholder proposal process which negatively impact small investors as well as proxy advisory services. The proposed changes to Rule 14a-8 include substantially more strict and complicated thresholds for filing, significantly higher resubmission requirements, serious free speech infringements on independent third-party proxy advisory services, and onerous restrictions on an investor’s essential agency right to seek assistance.

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News Release: New SEC Policy Signaling Selective Enforcement of Shareholder Proposal Rule Threatens Shareholder Rights Thumbnail

News Release: New SEC Policy Signaling Selective Enforcement of Shareholder Proposal Rule Threatens Shareholder Rights

On September 6, the Securities and Exchange Commission issued a new policy that could significantly reduce transparency and accountability in the process of enforcement of the rules on shareholder proposals. According to a group of leading investors who utilize this process, the new policy undermines the rights of shareholders and increases uncertainty.

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Unfair Voting at Amazon Thumbnail

Unfair Voting at Amazon

Amazon's proxy engages in Formula Swapping – it uses a favorable vote-counting formula for management's board election, but a more repressive formula to count shareholder proposals. This inconsistent treatment disproportionately benefits management while depressing the tally on shareholder items. This puts stockholders at risk, and reflects the faulty logic that a Company can divine voter intent.

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