U.S. Chamber Calls on SEC to Oppose Special Interest Proxy Access

WASHINGTON, D.C.-The U.S. Chamber of Commerce today submitted comments to the SEC on its two competing shareholder access proposals. The Chamber stated that any changes in proxy rules that would result in the election of directors beholden to unions or other special interests would weaken the independence of corporate boards to the detriment of all shareholders.

"Special interest politics have no place in the boardroom," said David Hirschmann, president of the U.S. Chamber Center for Capital Markets Competitiveness. "To allow groups to use the proxy process to promote a narrow political agenda would have a detrimental effect on companies, investors and retirees."

The SEC issued two proposals as part of its review of investor access to proxy statements. The first proposal, which the Chamber supports, would reaffirm the Commission's long held view that companies may exclude shareholder proposals relating to director election procedures from their proxy. The second proposal, which the Chamber opposes, would overturn the existing interpretation, and permit shareholders owning 5% of a company's stock to propose changes to a company's bylaws and allow shareholder director nominees to appear on the company proxy.

"In the wake of Sarbanes-Oxley and other recent corporate governance changes, boards of directors of public companies are more independent, more engaged, and highly responsive to the needs and interests of all shareholders," said Hirschmann. "If special interest groups are able jeopardize the independence of boards through the proxy process, many of the recent governance improvements would be undermined."

The U.S. Chamber is the world's largest business federation representing more than 3 million businesses and organizations of every size, sector, and region.

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