The SECs proxy rule makes it increasingly difficult for proponents to resubmit proposals dealing with substantially the

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The SEC’s proxy rule makes it increasingly difficult for proponents to resubmit proposals dealing with “substantially the same subject matter” as another proposal submitted within the previous five years. Duplicative proposals must receive at least 3 percent of the total vote the first year, 6 percent in the second year, and 10 percent in the third year. An initiative may not be resubmitted for at least three years if it fails to satisfy these minimum requirements. At the time the SEC promulgated its rule, proposals that had been rejected once rarely met these requirements. Later, however, ISS and Glass Lewis became so influential with institutional investors that they can often, by recommending a “yes” vote, effectively guarantee that a proposal continues on the proxy materials indefinitely, even if it is voted down each time. In 2014, the U.S. Chamber of Commerce and other business groups petitioned the SEC to increase the thresholds in order to counteract what they described as the “tyranny of the minority,” aided “by two proxy advisory firms that operate outside any internal or external oversight vis-à-vis shareholder proposals, and . . . function as de facto standard setters of U.S. corporate governance.” Do you agree with the concerns expressed by these business groups?

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