[20210721]IF11883_美国证券交易委员会2020年9月关于投资者是否有资格提出股东提案的改革.pdf

https:/crsreports.congress.gov July 21, 2021The SECs September 2020 Reform on Investor Eligibility to Advance Shareholder ProposalsAt a publicly traded companys annual or special meeting, its shareholders typically vote to appoint board members and adopt or reject various shareholder- and management-sponsored business proposals, which generally require board adoption to be implemented. There were reportedly 858 shareholder proposals in 2020. The SEC recently adopted changes to the rules governing shareholder proposals; opponents of the changes have undertaken a number of initiatives seeking to undo them. Rule 14a-8 Rulemaking and Opposition In September 2020, the Securities and Exchange Commission (SEC) commissioners voted 3-2 to amend Rule 14a-8. Principally, the reform would tighten the eligibility criteria needed for small investors in publicly traded companies to submit proposals. (A corollary reform not covered here is to require higher earlier supporting vote percentages for shareholders to be able to resubmit similar proposals at future meetings, the first such change since 1954.) The rationale for the reform is that it is a needed modernization of proposal protocols that w