On 23 September 2020, the U.S. Securities and Exchange Commission (SEC) announced new rules severely restricting shareholders’ access to the corporate proxy by limiting the filing of resolutions. The former SEC’s Rule 14a-8 allowed shareholders with a minority stake held for over one year to file proposals asking companies to consider additional disclosures, policy, or governance changes they believe would benefit the company and protect shareholder value. This has been an avenue for investors to raise environmental, social, and governance-related questions and concerns.

The new rules will make it more difficult for shareholders to file resolutions by raising the thresholds of ownership in terms of both the number of shares and length of time they must be held. Many investors and advocates see this change as the SEC succumbing to pressure from industry trade associations and one that will limit corporate transparency and accountability.