Survey Results: Shareholder Proposals
Gather Practical insights
Corporate Governance Survey 2025
Shareholder Proposals and SEC Rule 14a-8
The John L. Weinberg Center for Corporate Governance conducted a large-scale survey to gather practical insights from companies, shareholders, directors, and professional advisors regarding the operation and administration of the federal shareholder proposal rule, SEC Rule 14a-8.
The survey was undertaken against a backdrop of renewed attention to the shareholder proposal system. Remarks delivered by the Chairman of the U.S. Securities and Exchange Commission at the Weinberg Center, as well as public statements by the SEC’s Division of Corporation Finance, indicated that aspects of Rule 14a-8 may be subject to reconsideration, including questions about the respective roles of federal and state institutions in administering the process.
Survey Completion and Report Release
The survey was open from November 19 to December 24, 2025, and was designed to take approximately 15–20 minutes to complete. All responses were kept confidential and are reported only in aggregate form. More than 500 respondents completed the survey. The Weinberg Center has now released the survey’s findings in a comprehensive public report.
The report presents empirical findings on how the shareholder proposal system is functioning in practice, highlighting areas of disagreement, convergence, and shared dissatisfaction across respondent groups, without offering policy recommendations.
Related Commentary and Programs
In addition to the report, the Weinberg Center has published and participated in related commentary and discussions examining the survey findings and their implications for corporate governance practice and institutional design.
The findings will also inform future programs convened by the Weinberg Center and the University of Delaware Institute for Public Administration through their joint venture, The Corporate Collaborative @ UD, including events designed to facilitate informed discussion among practitioners, policymakers, and scholars.
Acknowledgment
The Weinberg Center thanks all survey participants for contributing their time and perspectives to this effort. Their responses provide an important empirical foundation for understanding ongoing debates surrounding shareholder proposals and Rule 14a-8.
COMMENTARY
“Without any qualification, this is a masterful job of presenting the survey results. Communicates the data in a highly neutral tone and charts an even-handed course, calling balls when they were balls and strikes when they were strikes. The study shines a bright light on the failings of each side and provides one more significant bit of evidence that Rule 14a-8—devoid of safe harbors—remains in need of attention. This illuminating study offers a foundation for more thoughtful consideration of how forward movement under Rule 14a-8 can now occur.”
— James D. Cox, Brainerd Currie Distinguished Professor of Law, Duke University
“A very strong, rigorous, and balanced empirical contribution to a key debate in US corporate governance. I particularly appreciated the careful mapping of role-based perception gaps. Congratulations to the Weinberg Center on producing such a timely and authoritative output!”
—Andrew Jones, Principal Researcher, Governance & Sustainability Center, The Conference Board
“Very interesting and impressive in scope. I appreciated the neutral, descriptive tone of the analysis and found the survey findings timely and valuable. The big picture that emerges to me is of a system in need of calibration and increased stability, but not a massive overhaul, and that seems reasonable given the long history.”
—Elizabeth Pollman, Perry Golkin Professor of Law, Co-Director, Institute for Law & Economics, University of Pennsylvania Carey Law School
“Since the middle of the last century, the SEC, through Rule 14a-8, has provided the stockholders of American public companies the ability to submit non-binding proposals through the federal proxy mechanism at annual meetings. Legitimate differences of opinion have long existed about the utility of the federal rule, ownership thresholds for eligibility to use it, and what issues are a proper subject to address under the rule. By soliciting and organizing thoughtful input on how Rule 14a-8 is functioning and whether it should be amended, theWeinberg Center has provided an important contribution to facilitating a more informed and rational policy discussion about the Rule’s future direction.”
— Leo E. Strine, Jr., Of Counsel, Wachtell, Lipton, Rosen & Katz; Former Chief Justice, Supreme Court of Delaware; Michael L. Wachter Distinguished Fellow in Law and Policy, University of Pennsylvania Carey Law School
“This report sheds valuable light on the heated topic of shareholder proposals. In particular, it identifies area of common ground that may help guide both regulators and industry participants in developing a shareholder proposal regime in which the systemic benefits clearly outweigh the costs.”
— Paul F. Washington, President and CEO, Society for Corporate Governance
We are grateful to our coalition of partnering organizations in the design and distribution of the survey:
Council of Institutional Investors European Corporate Governance Institute
Extraordinary Women on Boards Madam Chair Manual of Ideas
Nareit National Investor Relations Institute
National Association of Corporate Directors National Association of Manufacturers
Shareholder Rights Group Society for Corporate Governance
The Conference Board
U.S. Chamber of Commerce Center for Capital Markets Competitiveness