Council of Institutional Investors

Proxy Access

CII's corporate governance policies explicitly endorse giving long-term shareowners access to the proxy to nominate corporate directors in certain circumstances.

"Proxy access" is shorthand for a crucial mechanism that gives shareowners a meaningful voice in corporate board elections. It refers to the right of shareowners to place their nominees for director on a company's proxy card. This lets investors avoid the cost of sending out their own proxy cards when they are dissatisfied with a corporate board and want to run their own candidates for director.

CII believes that proxy access would invigorate board elections and make boards more responsive to shareowners and more vigilant in their oversight of companies.

Shareowner access to the proxy has been standard practice for years in many countries, but not in the United States, where board elections are one-sided affairs: the company mails proxy ballots that list only its slate of nominees for board seats.

In 2010, Congress paved the way for a U.S. proxy access mechanism by including a provision in the Dodd-Frank Wall Street Reform and Consumer Protection Act that reaffirmed the authority of the Securities and Exchange Commission (SEC) to issue a proxy access rule. In August 2010, the SEC approved a proxy access rule aimed at making it easier for shareowners to nominate their own candidates for director, but a lawsuit challenging the rule succeeded and the SEC vacated its proxy access rule before it had ever taken effect. Shareowners may, however, file proxy resolutions seeking access to the proxy on a company-by-company basis.

Resources & Advocacy
Best Practices: Proxy Access
CII corporate governance policy on proxy access

July 2, 2015 CII Letter to SEC on proxy related issues
Mar. 25, 2015 CII letter to SEC on Scope and Application of Rule 14a-8(i) (9)
Jan. 13, 2015 CII letters on proxy access to Chipotle Mexican Grill, Anadarko Petroleum, Apache, Arch Coal, Cabot Oil & Gas, CF Industries, Cimarex Energy, Citigroup, Cloud Peak Energy, Community Health Systems, ConocoPhillips, Domino’s Pizza, eBay, Exelon, Expeditors International, FirstEnergy, FirstMerit, Kohl's, Marathon Oil, Noble Energy, SBA Communications and YUM! Brands
Jan. 9, 2015 CII letter to SEC on proxy access at Whole Foods
Jan. 8, 2015 CII letter to Whole Foods on proxy access
March 11, 2014 CII letter to SEC on Draft Strategic Plan
Feb. 24, 2014 CII letter to Industry Canada regarding its Consultation on the Canada Business Corporations Act