The contentious 2020 election cycle, debate over hot-button issues, including the Supreme Court’s 2022 decision in Dobbs v. Jackson Women’s Health Organization, and increased investor focus on ESG matters (as well as criticism of such focus) have led to an increased focus on shareholder proposals requesting disclosure of corporate political expenditures. This Covington Alert
shareholder proposals
Corporate Political Disclosure Fight Shifts to Mutual Funds
Corporate political disclosure activists this week launched a new tactic in their fight to pressure companies to publicly disclose information about their political and lobbying activities.
For more than a decade, public pension funds and others have aggressively pushed shareholder resolutions that call on public companies to self-disclose information about contributions to trade associations and…
CPA-Zicklin Index for 2015 Expected To Rank Entire S&P 500
Covington has recently learned that, for the first time ever, the CPA-Zicklin Index, which ranks companies’ political disclosure practices, plans to issue rankings for all 500 companies in the S&P 500 Index. This is a significant expansion of the Index, which will impact many public companies that have not previously been subject to intense scrutiny…
Activist Investors Announce Submission of Political Spending Shareholder Proposals to 48 Companies
A coalition of 60 investors, led by the AFSCME Employees Pension Plan and Walden Asset Management, recently announced that they have submitted shareholder proposals seeking additional disclosures regarding political spending and lobbying activities. This announcement reflects a continuing desire among these groups to obtain additional disclosures from public companies regarding lobbying and political spending, and…
Shareholders Try New Tactic in Corporate Political Disclosure Fight
This year has not been a great one for activists seeking to force corporations to increase disclosure of their political activities. According to the Manhattan Institute’s Center for Legal Policy, average shareholder support for proposals related to political spending or lobbying declined again this year, from 22 percent to 20 percent for lobbying proposals and…
SEC Takes a Pass on Corporate Political Disclosure, But Other Fronts Remain
If there was an award for “political law issue of the year,” corporate political disclosure would be a front-runner. About a year ago, the Securities & Exchange Commission (“SEC”) asked the Office of Information and Regulatory Affairs (“OIRA”)—housed within the Office of Management and Budget as part of the Executive Office of the President—to add…
Chevron Shareholder Resolution Attempting to Bar Corporate Political Activity Resoundingly Defeated
Earlier this week, activist investors attempted to push through a shareholder resolution barring Chevron from using corporate funds for political activities. The resolution called for the board of directors to “adopt a policy to refrain from using corporate funds to influence any political election.” If passed, it would have prohibited not only direct contributions, but…
Shareholder Proposals on Corporate Political Spending are Common, but not Popular
Political spending proposals were among the most common shareholder proposal topics in 2012, with more than 90 political spending proposals being submitted to S&P 500 companies (only 56 were voted upon). Despite the significant number of such proposals submitted in 2012, political spending proposals did not fare well with shareholders, garnering only 26% support from…
Shareholder Demands for Corporate Political Disclosure
The Conference Board has issued an interesting report on “Corporate Political Spending.” The report addresses an increasingly high-profile issue for politically active public companies: demands from shareholders and interest groups that corporations publicly disclose all of their political and lobbying activities. Much disclosure is already required, of course, by federal, state and local campaign finance…
SEC Staff Takes the Position that Political Spending Proposals Are Substantially Identical to Lobbying Proposals
One issue that confronted many public companies this year was how to respond when they received multiple shareholder proposals relating to political contributions and lobbying matters. One approach that some companies have turned to relies on Rule 14a-8(i)(11) under the Securities Exchange Act of 1934, which allows a company to exclude from its proxy materials…