The Securities and Exchange Commission, according to its officials, will propose new rules today that will pave the way for a company’s shareholders to elect a limited number of independent directors.
If adopted, the proposal would open the door to a significant change in the role played by investors in governing publicly traded companies.
The proposal would permit large shareholders — typically institutional investors like pension funds or hedge funds — or alliances of shareholders to nominate as many as one-quarter of the directors. For the 700 largest public companies, the proposal would require approval by 1 percent of the shareholders for a dissident slate to be nominated. For smaller companies, it would be either 3 percent or 5 percent, depending on the size of the business.
On Tuesday, Senators Schumer (N.Y.) and Cantwell (Wash.) announced that they had introduced legislation to give shareholders the right to hold advisory votes on executive pay. The legislation also instructs the commission to issue rules that would permit shareholders to propose their own directors.