As Proxy Season Winds Down, a Look at the Numbers


Top 5 NALs 2017Q2

There were 231 shareholder proposal no-action letter requests submitted to the SEC in the first half of 2017, compared with 218 proposals submitted for no-action letter relief during the same time period in 2016, according to Bloomberg Law data.

Proxy access bylaws continue to be the most popular shareholder proposal topic, with 50 proposals this year.  Proposals related to human rights and social issues came in second at 44.

Interestingly, of the proposals related to environmental issues that were not withdrawn before SEC comment, SEC staff decided that 74 percent of them must be included in the company’s proxy materials. In contrast, for the other four most popular proposal topics, it was more likely than not that the SEC staff decided that the proposal may be excluded.

Which Sectors Filed the Most No-Action Letter Requests?

The Health Care, Financials, and Consumer Discretionary sectors all submitted 40 no-action letters each to the SEC.  In the Financials sector, nine out of 40 no-action letters dealt with shareholder proposals relating to executive compensation. Seven of the 40 letters were requests regarding proxy access bylaws.  In the Consumer Discretionary sector, 15 out of 40 letters were requests about human rights/social issues, and six were about proxy access bylaws.  In the Health Care sector, 14 letters were requests about risk management. Eight of 40 letters were about proxy access bylaws.

NALs by Sector 2017Q2

Utilities, with 22, and Communications, with 20, rounded out the top five sectors with the most requests.  Out of 22 no-action letter requests in the Utilities sector, 10 were related to environmental issues, and five were related to proxy access bylaws.  In the Communications sector, six out of 20 requests related to human rights/social issues, and four were about proxy access bylaws.

Proxy access bylaws was the second most common shareholder proposal topic for each of the five top sectors.

For more data and analysis on the 2017 proxy season, Bloomberg Law subscribers can access our Proxy Season Analytics page on the Corporate Practice Center.