Marcela Pinilla
Director of Sustainable Investing
Zevin Asset Management
Zevin Asset Management has written to close to 30 U.S. companies we hold on behalf of our clients, urging them to oppose the SEC's proposal to eliminate Rule 14a-8, the rule that lets shareholders bring proposals to a company's annual meeting. Below is why it matters and the letter we sent.
For more than 80 years, a federal rule known as Rule 14a-8 has given shareholders a way to put a proposal on a company's ballot at its annual meeting. These shareholder proposals are how investors formally raise concerns with a board and let fellow owners vote on them.
What is the SEC proposing?
On September 16, 2026, the Securities and Exchange Commission (SEC) proposed eliminating Rule 14a-8 entirely. If the proposal is adopted, whether shareholders can bring proposals would depend on state law and each company's own governing documents. The rule stays in effect while the SEC reviews public comments, which are due November 20, 2026.
Why does it matter?
Rule 14a-8 works as an early-warning system. Shareholder proposals are one of the few low-cost ways for long-term owners to flag risks to a board and hear where other investors stand. Taking that channel away doesn't make the risks go away. It just makes them harder to raise.
What did we ask companies to do?
“Companies don’t need to wait for the SEC to decide how they want to hear from their shareholders. They can decide that for themselves.”
We urged companies to support keeping Rule 14a-8. The SEC regularly hears from trade associations and legal advocacy groups. It also needs to hear directly from the companies that benefit from constructive dialogue with their shareholders. We asked companies to make that case to the SEC, preferably through a formal comment letter or a public statement. We also encouraged them to keep accepting shareholder proposals even if the rule is rescinded.
Our letter to Our Portfolio Companies
Below is the letter we sent to Costco on September 17, 2026.
Questions about our approach?
We welcome your questions and comments at invest@zevin.com
News Coverage
https://news.bloomberglaw.com/esg/shareholders-push-companies-to-help-retain-proxy-proposal-rights
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