[20210803]IF11888_SEC 2020年9月规则强化了股东提案的重新提交.pdf

https:/crsreports.congress.gov August 3, 2021SECs September 2020 Rule Toughens Resubmission of 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, including executive compensation and corporate mergers. Most generally require board adoption to be implemented. Some sources report that there were 858 shareholder proposals in 2020. In 2020, the SEC adopted controversial rules that would toughen the criteria for resubmitting similar unadopted proposals at subsequent meetings. The rules have sparked opposition, including from some Members of Congress. Background State-based business incorporation laws (such as those in the dominant business incorporation state of Delaware) give the states substantial authority over companies that are incorporated within a given state. Under these laws, shareholders of publicly traded companies generally have the right to vote their shares to elect directors, approve or reject a companys generally binding management proposals, and submit and vote on the generally non-binding shareholder