SEC to consider stricter shareholder-proposal rules

By Katanga Johnson and Elizabeth Dilts

WASHINGTON/NEW YORK (Reuters) – The chairman of the U.S. Securities and Exchange Commission (SEC) said on Thursday that the regulator will consider stricter rules for submitting shareholder proposals at annual meetings, including the ownership and resubmission threshold.

Jay Clayton, in an address outlining the regulator’s agenda for 2019, told an audience at a New York event hosted by Columbia University’s School of International Public Affairs that the SEC would also consider subjecting proxy advisory firms to stricter requirements for transparency and conflict of interest disclosure.

Last month, Reuters reported that the SEC was poised to consider changes to the rules that allow company shareholders to advance special resolutions on charged issues like climate change and gun violence.

Industry groups say the rules allow special interests and proxy advisory firms that recommend how investors should vote to hijack corporate boardrooms with costly demands.

The move could set up the SEC for a clash with investors, who worry any rule changes would diminish their ability to hold company management accountable.

Earlier on Thursday, SEC Commissioner Robert Jackson also called for the regulator to consider imposing stricter disclosure requirements on institutional fund managers relating to how they vote in corporate elections.

(Reporting by Katanga Johnson in Washington and Elizabeth Dilts in New York; Editing by Jonathan Oatis and Matthew Lewis)

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