SEC Proposes To Tighten Shareholder Proposal Thresholds
Posted by Securities Attorney Laura Anthony | November 26, 2019 Tags: ,

As anticipated on November 5, 2019, the SEC issued two highly controversial rule proposals.  The first is to amend Exchange Act rules to regulate proxy advisors.  The second is to amend Securities Exchange Act Rule 14a-8(b) to increase the ownership threshold requirements required for shareholders to submit and re-submit proposals to be included in a company’s proxy statement.  The ownership thresholds were last amended in 1998 and the resubmission rules have been in place since 1954.  Together the new rules would represent significant changes to the proxy disclosure and solicitation process and shareholder rights to include matters on a company’s proxy statement.  Not surprisingly, given the debate surrounding this topic, each of the SEC Commissioners issued statements on the proposed rule changes.

I am in support of both rules.  This blog addresses the proposed rule changes related to shareholder proposals.  Shareholder proposals, and the process for including or excluding such proposals in a company’s proxy statement, have been the subject of debate for years.  The rules have not been amended in decades and during that time, shareholder activism has shifted.  Main Street investors tend to invest more through mutual funds and ETF’s, and most shareholder proposals come from a small group of investors which need to meet a very low bar for doing so.

In October 2017, the U.S. Department of the Treasury issued a report to President Trump entitled “A Financial System That Creates Economic Opportunities; Capital Markets” in which the Treasury department reported on laws and regulations that, among other things, inhibit economic growth and vibrant financial markets.  The Treasury Report stated that “[A]ccording to one study, six individual investors were responsible for 33% of all shareholder proposals in 2016, while institutional investors with a stated social, religious, or policy orientation were responsible for 38%. During the period between 2007 and 2016, 31% of all shareholder proposals were a resubmission of a prior proposal.”  Among the many recommendations by the Treasury Department was to amend Rule 14a-8 to substantially increase both the submission and resubmission threshold requirements.  I note that a 2018 study found that 5 individuals accounted for 78% of all the proposals submitted by individual shareholders.

Background – Current Rule 14a-8

The regulation of corporate law rests primarily within the power and authority of the states. However, for public companies, the federal government imposes various corporate law mandates including those related to matters of corporate governance. While state law may dictate that shareholders have the right to elect directors, the minimum and maximum time allowed for notice of shareholder meetings, and what matters may be properly considered by shareholders at an annual meeting, Section 14 of the Securities Exchange Act of 1934 (“Exchange Act”) and the rules promulgated thereunder govern the proxy process itself for publicly reporting companies. Federal proxy regulations give effect to existing state law rights to receive notice of meetings and for shareholders to submit proposals to be voted on by fellow shareholders.

All companies with securities registered under the Exchange Act are subject to the Exchange Act proxy regulations found in Section 14 and its underlying rules. Section 14 of the Exchange Act and its rules govern the timing and content of information provided to shareholders in connection with annual and special meetings with a goal of providing shareholders meaningful information to make informed decisions, and a valuable method to allow them to participate in the shareholder voting process without the necessity of being physically present. As with all disclosure documents, and especially those with the purpose of evoking a particular active response, such as buying stock or returning proxy cards, the SEC has established robust rules governing the procedure for, and form and content of, the disclosures.

Rule 14a-8 allows shareholders to submit proposals and, subject to certain exclusions, require a company to include such proposals in the proxy solicitation materials even if contrary to the position of the board of directors, and is accordingly a source of much contention.  Rule 14a-8 in particular allows a qualifying shareholder to submit proposals that if meet substantive and procedural requirements must be included in the company’s proxy materials for annual and special meetings, and provides a method for companies to either accept or attempt to exclude such proposals.

State laws in general allow a shareholder to attend a meeting in person and, at such meeting, to make a proposal to be voted upon by the shareholders at large. In adopting Rule 14a-8, the SEC provides a process and parameters for which these proposals can be made in advance and included in the proxy process.  By giving shareholders an opportunity to have their proposals included in the company proxy, it enables the shareholder to present the proposal to all shareholders, with little or no cost, to themselves.  It has been challenging for regulators to find a balance between protecting shareholder rights by allowing them to utilize company resources and preventing an abuse of the process to the detriment of the company and other shareholders.

The rule itself is written in “plain English” in a question-and-answer format designed to be easily understood and interpreted by shareholders relying on and using the rule. Other than based on procedural deficiencies, if a company desires to exclude a particular shareholder process, it must have substantive grounds for doing so.  Procedurally to qualify to submit a proposal, a shareholder must:

  • Continuously hold a minimum of $2,000 in market value or 1% of the company’s securities entitled to vote on the subject proposal, for at least one year prior to the date the proposal, is submitted and through the date of the annual meeting;
  • If the securities are not held of record by the shareholder, such as if they are in street name in a brokerage account, the shareholder must prove its ownership by either providing a written statement from the record owner (i.e., brokerage firm or bank) or by submitting a copy of filed Schedules 13D or 13G or Forms 3, 4 or 5 establishing such ownership for the required period of time;
  • If the shareholder does not hold the requisite number of securities through the date of the meeting, the company can exclude any proposal made by that shareholder for the following two years;
  • Provide a written statement to the company that the submitting shareholder intends to continue to hold the securities through the date of the meeting;
  • Clearly state the proposal and course of action that the shareholder desires the company to follow;
  • Submit no more than one proposal for a particular annual meeting;
  • Submit the proposal prior to the deadline, which is 120 calendar days before the anniversary of the date on which the company’s proxy materials for the prior year’s annual meeting were delivered to shareholders, or if no prior annual meeting or if the proposal relates to a special meeting, then within a reasonable time before the company begins to print and send its proxy materials;
  • Attend the annual meeting or arrange for a qualified representative to attend the meeting on their behalf – provided, however, that attendance may be in the same fashion as allowed for other shareholders such as in person or by electronic media;
  • If the shareholder or their qualified representative fail to attend the meeting without good cause, the company can exclude any proposal made by that shareholder for the following two years;
  • The proposal, including any accompanying supporting statement, cannot exceed 500 words. If the proposal is included in the company’s proxy materials, the statement submitted in support thereof will also be included.

A proposal that does not meet the substantive and procedural requirements may be excluded by the company. To exclude the proposal on procedural grounds, the company must notify the shareholder of the deficiency within 14 days of receipt of the proposal and allow the shareholder to cure the problem. The shareholder has 14 days from receipt of the deficiency notice to cure and resubmit the proposal. If the deficiency could not be cured, such as because it was submitted after the 120-day deadline, no notice or opportunity to cure must be provided.

Upon receipt of a shareholder proposal, a company has many options. The company can elect to include the proposal in the proxy materials. In such case, the company may make a recommendation to vote for or against the proposal, or not take a position at all and simply include the proposal as submitted by the shareholder. If the company intends to recommend a vote against the proposal (i.e., Statement of Opposition), it must follow specified rules as to the form and content of the recommendation. A copy of the Statement of Opposition must be provided to the shareholder no later than 30 days prior to filing a definitive proxy statement with the SEC.  If included in the proxy materials, the company must place the proposal on the proxy card with check-the-box choices for approval, disapproval or abstention.

As noted above, the company may seek to exclude the proposal based on procedural deficiencies, in which case it will need to notify the shareholder and provide a right to cure. The company may also seek to exclude the proposal based on substantive grounds, in which case it must file its reasons with the SEC which is usually done through a no-action letter seeking confirmation of its decision and provide a copy of the letter to the shareholder.  The SEC has issued a dozen staff legal bulletins providing guidance on shareholder proposals, including interpretations of the substantive grounds for exclusion.  Finally, the company may meet with the shareholder and provide a mutually agreed upon resolution to the requested proposal.

As a refresher, substantive grounds for exclusion include:

  • The proposal is not a proper subject for shareholder vote in accordance with state corporate law;
  • The proposal would bind the company to take a certain action as opposed to recommending that the board of directors or company take a certain action;
  • The proposal would cause the company to violate any state, federal or foreign law, including other proxy rules;
  • The proposal would cause the company to publish materially false or misleading statements in its proxy materials;
  • The proposal relates to a personal claim or grievance against the company or others or is designed to benefit that particular shareholder to the exclusion of the rest of the shareholders;
  • The proposal relates to immaterial operations or actions by the company in that it relates to less than 5% of the company’s total assets, earnings, sales or other quantitative metrics;
  • The proposal requests actions or changes in ordinary business operations, including the termination, hiring or promotion of employees – provided, however, that proposals may relate to succession planning for a CEO (I note this exclusion right has also been the subject of controversy and litigation and is discussed in SLB 14H);
  • The proposal requests that the company take action that it is not legally capable of or does not have the legal authority to perform;
  • The proposal seeks to disqualify a director nominee or specifically include a director for nomination;
  • The proposal seeks to remove an existing director whose term is not completed;
  • The proposal questions the competence, business judgment or character of one or more director nominees;
  • The company has already substantially implemented the requested action;
  • The proposal is substantially similar to another shareholder proposal that will already be included in the proxy materials;
  • The proposal is substantially similar to a proposal that was included in the company proxy materials within the last five years and received fewer than a specified number of votes;
  • The proposal seeks to require the payment of a dividend; or
  • The proposal directly conflicts with one of the company’s own proposals to be submitted to shareholders at the same meeting.

Proposed Rule Change

The need for a change in the rules has become increasingly apparent in recent years.  As discussed above, a shareholder that submits a proposal for inclusion shifts the cost of soliciting proxies for their proposal to the company and ultimately other shareholders and as such is susceptible to abuse.  In light of the significant costs for companies and other shareholders related to shareholder proxy submittals, and the relative ease in which a shareholder can utilize other methods of communication with a company, including social media, the current threshold of holding $2,000 worth of stock for just one year is just not enough of a meaningful stake or investment interest in the company to warrant inclusion rights under the rules.  Prior to proposing the new rules, the SEC conducted in-depth research including reviewing thousands of proxies, shareholder proposals and voting results on those proposals.  The SEC also conducted a Proxy Process Roundtable and invited public comments and input.

The proposed rule changes address eligibility to submit and resubmit proposals but do not alter the underlying substantive grounds upon which a company may reject a proposal.  The proposed amendments would amend the proposal eligibility requirements in Rule 14a-8(b) to:

(i) update the criteria, including the ownership requirements that a shareholder must satisfy to be eligible to have a shareholder proposal included in a company’s proxy statement such that a shareholder would have to satisfy one of three eligibility levels: (a) continuous ownership of at least $2,000 of the company’s securities for at least three years (updated from one year); (b) continuous ownership of at least $15,000 of the company’s securities for at least two years; or (c) continuous ownership of at least $25,000 of the company’s securities for at least one year;

(ii) require that if a shareholder decides to use a representative to submit their proposal, they must provide documentation that the representative is authorized to act on their behalf and clear evidence of the shareholder’s identity, role and interest in the proposal;

(iii) require that each shareholder that submits a proposal state that they are able to meet with the company, either in person or via teleconference, no less than 10 calendar days, nor more than 30 calendar days, after submission of the proposal, and provide contact information as well as business days and specific times that the shareholder is available to discuss the proposal with the company.

The proposed amendments would amend the “one proposal” requirements in Rule 14a-8(c) to:

(i) apply the one-proposal rule to each person rather than each shareholder who submits a proposal, such that a shareholder would not be permitted to submit one proposal in his or her own name and simultaneously serve as a representative to submit a different proposal on another shareholder’s behalf for consideration at the same meeting. Likewise, a representative would not be permitted to submit more than one proposal to be considered at the same meeting, even if the representative were to submit each proposal on behalf of different shareholders.

Under certain circumstances, Rule 14a-8(i)(12) allows companies to exclude a shareholder proposal that “deals with substantially the same subject matter as another proposal or proposals that has or have been previously included in the company’s proxy materials within the preceding 5 calendar years.” The proposed amendments would amend the shareholder proposal resubmittal eligibility in Rule 14a-8(i)(12) to:

(i) increase the current resubmission thresholds of 3%, 6% and 10% for matters voted on once, twice or three or more times in the last five years, respectively, of shareholder support a proposal must receive to be eligible for future submission to thresholds of 5%, 15% and 25%; and

(ii) add a new provision that would allow for exclusion of a proposal that has been previously voted on three or more times in the last five years, notwithstanding having received at least 25% of the votes cast on its most recent submission, if the proposal (a) received less than 50% of the votes cast and (ii) experienced a decline in shareholder support of 10% or more compared to the immediately preceding vote.

Commissioner Statements on the Proposed Rule Changes

Chair Jay Clayton supports the proposed amendments as part of the necessary modernization of the proxy process.  He specifically believes that the requirement for shareholders to engage and meet with management on a proposal will have a significant beneficial impact on company-shareholder communications and the proxy process.  Focusing on the resubmission changes, Chair Clayton states, “if after three attempts at a proposal within a 5 year period, 75% of your fellow shareholders still do not support your proposal, you should take a time out.”

Commissioner Roisman also supports the proposed rule changes discussing how long it has been since the last amendments and the significant changes in the markets and technology since that time.  The SEC has an obligation to revisit rules regularly to ensure they remain appropriate in the current dynamic. He points out that this is especially true when the market participants are loudly proclaiming that the rules are not working, as in the case of the proxy process and shareholder submission and resubmission eligibility criteria.

Commissioner Hester Peirce supports the rule changes and is eloquent and clever in her statement, as usual.  Cutting to the chase, the question in Rule 14a-8 is: “[W]hen should one shareholder be able to force other shareholders to pay for including the proponent shareholder’s proposal in the company’s proxy materials?” Continuing: “[T]he proposed changes would help to weed out proposals whose proponents do not have a real interest in the company and proposals for which other shareholders do not share the proponent’s enthusiasm.”  The current proposals are fair, ensuring that shareholders with a real economic stake can submit proposal and resubmit those proposals where other shareholder interest increases.

Not surprisingly, Commissioner Jackson is not in support of the changes beginning his statement by characterizing the proposed rule changes as limiting public company investors’ ability to hold corporate insiders accountable.  He agrees that the rules need to be updated and revisited but does not approve of proposals made.

Commissioner Allison Lee sides with Commissioner Jackson in seeing the proposed rules as suppressing shareholder rights.  Commissioner Lee is specifically concerned about small shareholders being deterred from submitting proposals related to ESG matters including climate risk disclosures.

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SEC Advisory Committee On Small And Emerging Companies Reviews Capital Formation
Posted by Securities Attorney Laura Anthony | March 22, 2016 Tags: , , ,

On February 25, 2016, the SEC Advisory Committee on Small and Emerging Companies (the “Advisory Committee”) met and listened to three presentations on access to capital and private offerings. The three presentations were by Jeffrey E. Sohl, Professor of Entrepreneurship and Decision Science Director, Center For Venture Research at University of New Hampshire; Brian Knight, Associate Director of Financial Policy, Center for Financial Markets at the Milken Institute; and Scott Bauguess, Deputy Director, Division of Economic and Risk Analysis at the SEC. The presentations expound upon the recent SEC study on unregistered offerings (see blog HERE).

The presentations were designed to provide information to the Advisory Committee as they continue to explore recommendations to the SEC on various capital formation topics. This blog summarizes the 3 presentations.

By way of reminder, the Committee was organized by the SEC to provide advice on SEC rules, regulations and policies regarding “its mission of protecting investors, maintaining fair, orderly and efficient markets and facilitating capital formation” as related to “(i) capital raising by emerging privately held small businesses and publicly traded companies with less than $250 million in public market capitalization; (ii) trading in the securities of such businesses and companies; and (iii) public reporting and corporate governance requirements to which such businesses and companies are subject.”

Presentation by Jeffrey E. Sohl, Professor of Entrepreneurship and Decision Science Director, Center For Venture Research at University of New Hampshire

As I’ve written about many times, all offers and sales of securities must be either registered under the Securities Act of 1933, as amended (“Securities Act”) or made in reliance on an available exemption from registration. The exemptions for private offerings are found in Sections 3 and 4 of the Securities Act. In particular, most private offerings are governed by Sections 4(a)(2), 3(b) and 3(a)(11) of the Securities Act. Rules 506(b) and 506(c) of Regulation D, Regulation S and 144A provide safe harbors under Section 4(a)(2). Section 3(b) provides the authority for Rules 504 and 505 of Regulation D. Section 3(a)(11) provides statutory authority for intrastate offerings. In addition Regulation Crowdfunding, expected to go effective in May 2016, will implement the much anticipated Title III crowdfunding as codified in the new Section 4(a)(6) (see HERE).

Crowdfunding generally is where an entity or individual raises funds by seeking contributions from a large number of people. Accordingly, any offering that allows solicitation of the crowd is viewed as a form of crowdfunding. Equity crowdfunding is currently accomplished through the use of: (i) Rule 506(c) offerings which allow for advertising and solicitation to a crowd as long as all sales are strictly limited to accredited investors, and such accredited status is reasonably verified by the issuer (see HERE); (ii) Intrastate offerings under Section 3(a)(11) and Rule 147 (see HERE); and (iii) Rule 504 state specific offerings (see HERE).

Mr. Sohl’s presentation concentrates on a statistical analysis of capital raising for pre-seed, seed/start-up, early-stage and later-stage enterprises. Pre-seed funds almost unilaterally come from founders, friends and family. Generally, no unaffiliated third-party source invests at this stage. Mr. Sohl’s presentation is in the form of a needs analysis illustrating the difficulties in accessing capital and the funding gaps for new businesses.

Third-party private equity can begin at the seed/start-up phase but grows with the level of maturity of the enterprise. Sohl begins with the premise that third-party private equity comes from three primary sources: crowdfunding, angels and venture capitalists, in that order, based on the maturity of the company. In other words, crowdfunding is likely to be involved in the seed/start-up phase followed by angels with venture funds stepping in at later series A and B rounds. According to Sohl, since 2013 equity crowdfunding has had a success rate of 19.6% with an average raise ask being $2,000,000 and an average actual raise being at $210,000. Of the funds raised, 21% have been convertible debt, 7% straight debt and 72% equity. Sohl presents similar statistics on the success of angel and venture capital rounds, average deal sizes and a breakdown by industry sector. The numbers are low. For example, only 4.2% of seed and start-up financing comes from venture capital sources.

Using Sohl’s data analytics and assuming that a new business has successfully begun using founders, friends and family funds, Sohl points out that there remains a large funding gap for seed/start-up and early-stage companies.

Presentation by Brian Knight, Associate Director of Financial Policy, Center for Financial Markets at the Milken Institute

Brian Knight’s presentation is titled “How Small and Mid-size Businesses are Funding Their Future.” Mr. Knight and Milken Institute surveyed 636 owners and c-suite executive of private companies with annual revenues from less than $500,000 up to $1 billion on the topic of how these small and mid-size businesses are funding their businesses, accessing capital and planning for growth. Mr. Knight and the Milken Institute published a complete report on their findings. This blog is a short summary based on the presentation made to the SEC Advisory Committee.

The key findings in the report are (i) debt is the preferred method of financing; (ii) when choosing between financing sources, price, ease of access, speed of funding and certainty are the highest ranking considerations; (iii) there is no clear preference between bank and non-bank financing though banking relationships are valued; and (iv) businesses have a lack of understanding, and interest, in alternative sources of funding and recent securities law changes (nearly 80% of those surveyed were unfamiliar with recent changes to the laws).

I find this last point very interesting and think that the lack of understanding and interest is a result of a lack of reliable succinct sources of information, presented in layman’s terms, together with a time of rapidly changing rules and regulations. The survey also found that 90% of businesses would not consider alternative financing such as crowdfunding, intrastate offerings or Regulation A. However, I think that this tells more about the pool of companies surveyed (only 636) and is a factor of the lack of knowledge by these companies.

The survey also asked what reasons a company would consider in using alternative financing sources, with those reasons being, in order of importance: (i) they believe it would be good for public relations/press; (ii) believe such funding could be achieved on better terms; (iii) believe such funding will be less expensive to pursue and have lower compliance costs; and (iv) they want to expand their investor base. To the contrary, the reasons for rejecting such financing options include: (i) lack of knowledge and understanding; (ii) uncertainty about legality; (iii) fear of investor fraud; and (iv) a desire to know their investors.

Of the firms surveyed, 32% had not raised capital in the last three years. Of those that raised capital, 32% did so through bank financing, 10% from non-bank loans, 9% from friends and family, 9% from family offices and 8% from other equity investment sources. The survey also showed that the majority of companies expected to be able to self-fund through current and retained revenues. The survey found what we all would logically expect, which is that the more advanced the business is in its life cycle, the less it needs outside funding sources.

Although debt is the preferred financing source, the same businesses almost unilaterally agree that little or no debt is best for a business’s balance sheet. The decision to incur debt financing is needs-driven. Businesses borrow when they need cash flow.

Presentation by Scott Bauguess, Deputy Director, Division of Economic and Risk Analysis at the SEC

The presentation by the SEC was organized as a discussion of the findings of the SEC study on unregistered offerings and recent activity resulting from the JOBS Act implementation. As a reminder, Title I of the JOBS Act, creating emerging growth companies (EGC) and providing a more cost-effective IPO onramp with greater test-the-waters abilities, was enacted on April 5, 2012. Since the creation of the EGC category of business, close to 85% of IPO’s are by EGC qualified businesses. Title II, creating Rule 506(c) allowing for general solicitation and advertising in private offerings, became effective on September 23, 2013. Title IV, creating Regulation A/A+, became effective on June 19, 2015. Very little Regulation A/A+ information is available as it is too new. Finally, Title III Crowdfunding is expected to become effective on May 16, 2016.

Continuing the trend discussed in the SEC survey, in 2014 and 2015, Regulation D remained the most often used method of raising capital. Small businesses continue to have the greatest need for capital and continue to be a driver of employment in the U.S. economy. Even amongst public companies, smaller reporting companies comprise the largest class of company at over 40% of all issuers. In 2013, there were more than 5 million businesses with fewer than 500 employees.

The SEC is hopeful that the JOBS Act provisions will both open opportunities to companies that would successfully raise capital from other sources, and provide an opportunity for businesses that otherwise could not raise capital from other sources.

Related to Rule 506(c), the SEC has not seen any increase in fraud on the market as a result of general solicitation. However, the SEC also notes that Rule 506(c) has been slow to gain traction but continues to be more and more widely used. The SEC will continue to monitor its use and report statistical findings.

The Author

Laura Anthony, Esq.
Founding Partner
Legal & Compliance, LLC
Corporate, Securities and Going Public Attorneys

Securities attorney Laura Anthony and her experienced legal team provides ongoing corporate counsel to small and mid-size private companies, OTC and exchange traded issuers as well as private companies going public on the NASDAQ, NYSE MKT or over-the-counter market, such as the OTCQB and OTCQX. For nearly two decades Legal & Compliance, LLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions as well as registration statements on Forms S-1, S-8 and S-4; compliance with the reporting requirements of the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; Regulation A/A+ offerings; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers, ; applications to and compliance with the corporate governance requirements of securities exchanges including NASDAQ and NYSE MKT; crowdfunding; corporate; and general contract and business transactions. Moreover, Ms. Anthony and her firm represents both target and acquiring companies in reverse mergers and forward mergers, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. Ms. Anthony’s legal team prepares the necessary documentation and assists in completing the requirements of federal and state securities laws and SROs such as FINRA and DTC for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of, the OTC Market’s top source for industry news, and the producer and host of, the securities law network. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Las Vegas, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.

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