What's Happening

By Mary Minette, Senior Director of Shareholder Advocacy, 
Mercy Investment Services

March 2, 2026, Washington, D.C. – The Securities and Exchange Commission (SEC) issued a change in policy late in 2025 that is impacting shareholder proposals, a key tool used by the Portfolio Advisory Board (PAB) and other investors to engage with the companies we own. Most publicly traded companies hold their annual shareholder meetings in the spring, so each fall, shareholders consider whether it would be useful to file a non-binding proposal under SEC Rule 14a to encourage companies to engage in more focused dialogue on key issues, including climate change, human rights, and improvements in corporate governance.  

Under Rule 14a, if a company believes that the subject of a proposal is not appropriate or that they are already doing what the proposal requests, they must ask the SEC for permission to omit the proposal from the proxy ballot for their annual meeting. Under long-standing policy, the SEC will either allow them to do so or indicate that they are required to include the proposal on their proxy. 

This past fall, as investors were preparing to begin filing proposals for the 2026 proxy season, the SEC announced that it would not respond to most requests by companies this year to omit proposals from their proxy ballots, citing a lack of resources due to the extended government shutdown. Companies are still required to inform the SEC that they will not include a proposal, and to outline their reasons for doing so, but the SEC will not compel them to print a proposal in their proxy.

Many companies have chosen not to take advantage of this “free pass.” For example, Tyson Foods had already requested permission from the SEC to omit a proposal filed by the PAB requesting a report on how changes in immigration policies are impacting their workers when the SEC announced this change. The company elected to include the proposal on the proxy ballot for its annual meeting in February. 

However, some companies elected to omit proposals. GEO Group, a private prison company that owns and co-operates more than 20 Immigration and Customs Enforcement (ICE) detention centers, informed the SEC that it would omit a proposal filed by the PAB from its 2026 proxy. The proposal requested that the company hire a third party to determine whether they are complicit in violating international human rights law by providing transportation and security services to assist ICE deportations, such as their role accompanying detainees from GEO detention centers on flights to CECOT prison in El Salvador. The company also failed to respond to requests from investors for dialogue on this issue.

Recently, the SEC announced another policy change that will impact shareholder rights.  The SEC maintains a database called EDGAR where public companies file their required reports. Under SEC rules, any shareholder who holds more than $5 million in a company’s shares is required to file a Notice of Exempt Solicitation on EDGAR any time they wish to urge their fellow shareholders to vote their proxies in a specific way (against certain directors or for a specific shareholder proposal). Smaller shareholders were also permitted to use EDGAR to file a voluntary Notice of Exempt Solicitation to urge support for a proposal they filed or other proxy voting campaign. The SEC announced in January 2026 that they will no longer allow EDGAR to be used for voluntary filings, blocking use of a key communications tool by small shareholders.

Despite the challenges posed by these SEC policy changes, the PAB is continuing to file shareholder proposals and will find alternate ways to generate support for our proposals.