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Leading Investor Group Applauds SEC Proposal to Tighten Insider Trading Rules Leading Investor Group Hails SEC Rule Requiring Universal Proxy Cards in Contests for Board Seats CII Virtual Fall Conference, September 22-24 CII Elects Board Members for 2021-2022 CII Virtual Spring Conference, March 8-10 SEC Muzzles the Voice of Investors by Raising the Bar on Shareholder Proposals Leading Investor Group Seeks Strengthened Sustainability Reporting CII Virtual Fall Conference, September 17-22 Leading Investor Group Dismayed by SEC Proxy Advice Rules Leading Investor Group Calls for Action on Racism Amy Borrus to Become Executive Director of the
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CII Statement on Virtual Shareholder Meetings During Public Health Emergency CII Elects Board Members for 2020-2021, Approves Three Policies CII Spring Conference, March 9-11, Washington, D.C. Leading Investor Group Blasts SEC’s Proposed Rules for Proxy Advice and Shareholder Proposals CII Announces Advisory Council Members for 2020 Leading Investor Group Rebukes SEC for Proposed Rules That Undercut Critical Shareholder Rights Leading Investor Group Urges Companies to Commit to Long-Term Executive Compensation Council of Institutional Investors Board Appoints Amy Borrus to Succeed Ken Bertsch as Executive Director Media Advisory: CII Fall Conference, September 16-18, Minneapolis Council of Institutional Investors Responds to Business
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Leading Investor Group Calls Out Directors Responsible for
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Leading Investor Group Petitions SEC to Require Clear Disclosure on CEO Pay Targets Council of Institutional Investors Says Lyft’s Planned Dual-Class Structure is Harmful to Investors Media Advisory
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Guide to Disclosure of Board Evaluation Processes
Investor Group Applauds CommonSense Principles 2.0 CII Fall Conference, October 23-25, New York City Leading Investor Group Responds to President’s Tweet on Quarterly Financial Reporting Investor Group Responds to Wall Street Journal Editorial CII Applauds Shareholder Protections in House Bill CII Elects New Board, Names Florida SBA Executive
Director & CIO Ashbel Williams Chair
New Report Details Practical Steps Corporate Boards Can Take to Combat Sexual Harassment CII Applauds SEC Commissioner Jackson's Call for Listing Standards to Require Sunsets on Dual-Class Stock CII Spring Conference, March 12-14, Washington. D.C. CII Announces Advisory Council Members for 2018 CII Report Highlights Risks Associated with a Common Chinese Corporate Structure Institutional Investors Oppose Stitch Fix Dual-Class Structure but Welcome Sunset Provision Uber’s Governance — Investor Response Do Not Disadvantage US Investors on Research,
CII Asks SEC
CII Fall Conference, September 13-15, San Diego CII Welcomes S&P Dow Jones’ Decision to Ban New Multi-Class Companies from Key Stock Indexes CII Applauds FTSE Russell Decision to Set Voting Rights
Minimum for Inclusion on Indexes
Investor Group Urges Blue Apron to Ditch No-Vote Shares Institutional Investors Dismayed by House Passage of
Financial CHOICE Act
CII, Institutional Investors with $4+ Trillion in Assets Oppose
Anti-Shareholder Provisions of the CHOICE Act
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Institutional Investors Dismayed by House Passage of
Financial CHOICE Act
Financial CHOICE Act
Washington, D.C., June 8, 2017 — The Council of Institutional Investors (CII) is deeply disappointed by passage in the U.S. House of Representatives of the Financial CHOICE Act (H.R. 10). “The CHOICE Act would dismantle important shareholder rights, make investing in public companies riskier and undercut the ability of the Securities and Exchange Commission (SEC) to protect investors,” said CII Executive Director Ken Bertsch.
“The CHOICE Act would threaten prudent safeguards for oversight of companies and markets that enhance long-term shareowner value. These include sensible, market-based mechanisms that investors need to hold management and boards of public companies accountable, and that foster trust in the integrity of the U.S. capital markets. It is akin to removing seatbelts from cars—it is just too risky.”
CII objects to several provisions in the CHOICE Act, which unwinds important shareholder rights and reforms Congress approved over the past 15 years in response to corporate scandals at Enron and other companies and the 2008 financial crisis. CII’s main concerns are outlined below:
1. The CHOICE Act would squelch shareholder proposals.
- The bill would require a shareholder wishing to put a proposal on a company’s annual meeting ballot to own at least 1% of the stock for three years (the current threshold is $2,000 worth of stock for one year). That would put shareholder proposals beyond the reach of all but the most deep-pocketed investors. The ownership threshold to file a shareholder proposal at Apple, for example, would climb to $8 billion.
- Shareholder proposals have encouraged many companies to adopt enhanced governance policies that today are viewed widely as best practice. For example, electing directors by majority vote, a radical idea a decade ago when shareholders pressed for it in proposals, is now the norm at 90% of large-cap U.S. companies.
- The bill would give shareholders an advisory vote on executive compensation (say-on-pay vote) only when there is an ill-defined “material” change in CEO pay; currently, most U.S. public companies offer investors say-on-pay votes annually.
- Say-on-pay votes have sparked improved communication between boards and shareholders, and greater understanding among investors about corporate strategy and how pay incentives drive the strategy.
- A 12-year global study found significant benefits from say on pay. The link between CEO pay and firm performance increased, especially at companies with poor pay practices and weak governance. Say on pay also coincided with reduced disparity between CEO compensation and the pay of other top executives, a factor associated with higher firm valuation.
- It would prohibit the SEC from finalizing a proposed “universal proxy” rule to allow shareowners to vote for the board candidates they favor in a contested election for board seats. The SEC's proposal for universal proxies would give shareholders voting by proxy (the vast majority of investors) the same voting options as shareholders who vote in person: freedom of choice to vote for the specific combination of director nominees they believe best serves their interests.
- Proxy advisory firms play a vital role in assisting pension funds and other institutional investors in carrying out their fiduciary duty to vote proxies in the best interest of plan participants and clients.
- The proposed regulatory scheme is based on the false premise that proxy advisors “dictate” proxy voting results. There is no compelling evidence to support that assumption and academic studies suggest it is false.
- The bill would shackle the SEC with excessive cost-benefit analysis requirements. SEC staff and commissioners would spend virtually all of their time and resources on evaluating rules.
Click for PDF version. For media inquiries, please contact CII Editor Rosemary Lally.