Shareholder Proposal No-Action Letter Requests Are Up From 2016


NALs Topics Q1 2017

Shareholder proposal no-action letters requests are outpacing 2016 levels through the first quarter of this year, according to Bloomberg Law data.  Two-hundred and twenty-six no-action letter requests were submitted to the Securities and Exchange Commission in Q1 this year, an almost 10 percent increase over Q1 2016.

Continuing a trend from last proxy season, proxy access bylaws have been the shareholder proposal topic most frequently submitted to the SEC for no-action relief, at 49.

The top five shareholder proposal topics for which no-action relief was sought are:

  • Proxy Access Bylaws – 49
  • Human Rights/Social Issues – 42
  • Environmental Issues – 29
  • Risk Management – 28
  • Executive Compensation – 13

Interestingly, of the proposals related to environmental issues, the SEC staff decided that 74 percent of them must be included in the company’s proxy materials.

No-Action Letter Requests by Sectors

The five sectors with the most no-action letter requests through Q1 this year include:

  • Financials – 40
  • Consumer Discretionary – 39
  • Health Care – 38
  • Utilities – 22
  • Industrials – 19

Proxy access bylaws were the second most common shareholder proposal topic for the top four sectors, and the most common for industrials.

NALs Sectors Q1 2017

In the financial sector, nine of the 40 no-action letter requests dealt with shareholder proposals relating to executive compensation, while seven of the letters regarded proxy access bylaws.

In the consumer discretionary sector, 15 out of the 39 no-action letter requests concerned human rights/social issues, while 6 were about proxy access bylaws.

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.