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By Yin Wilczek
April 14 — Shareholder resolutions calling for transparency in corporate political spending and lobbying activities have been filed at more than 100 companies this proxy season, shareholder activists said April 14.
In a conference call with reporters, members of the Corporate Reform Coalition (CRC) said the nonbinding resolutions were filed at some of the biggest spenders of political dollars, including Bank of America Corp., Citigroup Inc., Pfizer Inc., Chevron Corp., Verizon Communications Inc. and AT&T Inc.
The proposals will come to a vote during shareholder meetings in April, May and June.
The activists said their hope is that the resolutions will not only result in making some companies more transparent in their political activities, but also will encourage the Securities and Exchange Commission to adopt a rule requiring such disclosures.
This is the fifth year that proponents filed resolutions calling for more transparency in corporate political activities in the wake of the U.S. Supreme Court's 2010 ruling in Citizens United v. Federal Elections Commission, 558 U.S. 310, 2010 BL 15350. In that decision, the high court lifted longstanding limits on corporate political expenditures.
While such resolutions have become one of the most popular proposals during the proxy season, only a few have received majority support from shareholders. The resolutions also generally are opposed by corporate representatives, including lobbying heavyweight the U.S. Chamber of Commerce, which has argued that political spending is a form of speech protected under the First Amendment.
According to statistics released by the CRC, there were 530 resolutions filed from 2010 to 2014 that on average received 30 percent of shareholder support. Forty-six of the resolutions garnered votes of more than 40 percent.
Ten resolutions in that time received majority support from shareholders.
Timothy Smith, director of shareholder engagement at Walden Asset Management, told reporters that in 2014, three resolutions received more than 50 percent of the vote, including one at Sallie Mae, which garnered 59 percent of shareholder support. In 2013, a lobbying disclosure resolution at Alliant Techsystems garnered 65 percent of shareholder support, he said.
It is an “uphill climb to raise these issues and get high votes,” Smith added.
“A lot of major institutional investors”—the Vanguards and Fidelities “of the world—tend to pull back” and either not vote on these resolutions or vote in line with management on social and environmental issues, Smith said. However, the “important point to make is that whether the resolutions gets 51 percent or 40 percent, it’s still making a major point that investors care, so I think that’s significant.”
Meanwhile, a 2011 petition submitted to the SEC by a group of securities and corporate law professors calling on the agency to mandate corporate spending disclosures so far has garnered more than 1.2 million comments, the overwhelming majority of which support the rulemaking.
There also is an ongoing advertisement campaign at Washington's Union Station—close to the SEC's headquarters—urging the commission to act, which will last through the end of April.
Shareholders need the SEC to mandate such disclosures, said Emma Boorboor, democracy associate at U.S. Public Interest Research Group (PIRG).
“One of the main reasons why we’re highlighting these resolutions is that this is a conversation shareholders want to be having,” Boorboor told reporters. “Ultimately we’re not going to get the level of disclosures we need company-by-company, so we need the SEC to act and require all publicly traded corporations to disclose their political spending.”
Burdened by rulemakings mandated under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups Act, the SEC is unlikely to add the item to its agenda anytime soon. SEC Chairman Mary Jo White came under fire from shareholder advocates and some lawmakers when the commission omitted possible action on the matter from its spring 2013 agenda.
Susan Harley, deputy director of Public Citizen's Congress Watch division, said the coalition remains hopeful that the agency may still act. “We remain very positive that we will see action from the SEC moving forward,” Harley said. More than one million comments have been submitted to the agency in support of the rulemaking, “so we do believe” that the commission “cannot stand silent in the face of that amount of public pressure,” she said.
SEC spokesman John Nester declined to comment.
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A release on the telephone conference is available at http://www.citizen.org/pressroom/pressroomredirect.cfm?ID=5471.
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