A new large-scale survey released just last week by the John L. Weinberg Center for Corporate Governance at the University of Delaware offers important insights into the shareholder proposal process under SEC Rule 14a-8 from various different perspectives. The survey comes at an important time, when shareholder rights and the proxy proposal process are being reexamined. Once a relatively technical feature of U.S. corporate governance, the shareholder proposal system has become a focal point of debate over corporate purpose, regulatory authority, and the respective roles of shareholders, boards, companies, and regulators. Against that backdrop, the Weinberg Center's survey provides a descriptive—not prescriptive—account of how the process functions in practice.
The Weinberg Center study draws on responses from 519 participants, including shareholders, public-company representatives, directors, and professional advisers. The survey focuses on where participant experiences converge, where they diverge, and why disagreements persist. Several themes stand out. First, respondents describe the purpose of the shareholder proposal process in markedly different terms, reflecting sharp role-based differences in expectations. Second, despite deep divisions over environmental and social proposals, there is broad agreement across respondent groups on governance-focused proposals and on core principles such as materiality, relevance, feasibility, and limits on micromanagement. Third, dissatisfaction with recent policy shifts as administrations have changed is widespread.
The report has drawn attention from leading scholars and practitioners across the corporate governance landscape.
James D. Cox of Duke University described the study as "a masterful job of presenting the survey results," praising its neutral tone and even-handed treatment of competing perspectives. In his view, the findings provide "one more significant bit of evidence that Rule 14a-8—devoid of safe harbors—remains in need of attention."
Andrew Jones of The Conference Board highlighted the report's empirical rigor and its careful mapping of role-based perception gaps, calling it "a very strong, rigorous, and balanced empirical contribution to a key debate in U.S. corporate governance."
Elizabeth Pollman of the University of Pennsylvania Carey Law School emphasized that the big picture emerging from the data is "a system in need of calibration and increased stability, but not a massive overhaul"—a conclusion she viewed as consistent with the rule's long history.
Former Delaware Chief Justice Leo E. Strine, Jr. likewise underscored the value of the survey in facilitating a more informed policy discussion, noting that legitimate disagreements over the scope and utility of Rule 14a-8 have existed for decades, and that the report helps organize those debates in a more systematic and constructive way.
Paul F. Washington, President and CEO of the Society for Corporate Governance, pointed to the survey's identification of areas of common ground as a potential guidepost for regulators and market participants seeking a regime in which the benefits of shareholder proposals clearly outweigh the costs.
For practitioners, the report suggests that beneath the noise, there is more agreement on fundamentals than is often assumed. The full report, Shareholder Proposal Survey: Report and Analysis of Results, is available on SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=6045474.
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