Proxy access is a key concern for NIRI members. In May 2009, the SEC proposed a series of rule amendments to facilitate the rights of shareholders to nominate candidates to corporate boards. In August 2010, the SEC adopted a final proxy access rule, which included a marketwide access rule (Rule 14a-11) and amendments to Rule 14a-8 to enable shareholders to file company-specific access proposals. After two business groups filed suit to block Rule 14a-11, a federal appeals court ruled in July 2011 that the SEC had failed to properly quantify the costs and benefits of the rule. The amendments to Rule 14a-8 were not challenged and took effect before the 2012 proxy season.
During the 2015 and 2016 proxy seasons, New York City's comptroller and other activists filed nearly 200 proxy access proposals at companies. Many of these resolutions, which were modeled after Rule 14a-11, earned majority support. In response, a growing number of large-cap issuers have implemented their own proxy access provisions. As of December 31, 2016, 347 U.S. companies (including about half of the S&P 500 index) had adopted access bylaws, according to the law firm of Covington & Burling. Proxy access has become an issue that many IR professionals will have to deal with in 2017 and beyond.
Council of Institutional Investors, Proxy Access by Private Ordering, February 2017.
New York City Comptroller, Boardroom Accountability Project, Company Focus List.
NIRI, IR Update, "Will 2015 Be the Year of Proxy Access?" March 2015
Council of Institutional Investors, "Proxy Access: Best Practices"
Council of Institutional Investors, Proxy Access Resources