The shareholder proposal process is under renewed scrutiny. Critics argue that Rule 14a-8 has been captured by a small group of activist proponents pursuing agendas unrelated to shareholder value, while defenders characterize recent regulatory reforms as attacks on shareholder rights. Policymakers, meanwhile, are actively considering further changes. Yet much of this debate proceeds without a textured understanding of how the shareholder proposal process works in practice.

In Proxies for Politics, we seek to fill that gap by studying one of the most prominent—and puzzling—categories of shareholder proposals: proposals requesting corporations to disclose their political activity. Political disclosure proposals have been among the most frequently submitted shareholder proposals over the past decade and have received consistently substantial shareholder support. At the same time, they lack the obvious economic salience of merger votes and the headline-grabbing political resonance of climate or diversity proposals.

Our study combines empirical analysis with qualitative insights drawn from extensive conversations with participants across the proxy ecosystem. We analyze all political disclosure proposals submitted at S&P 500 companies over a nine-year period (2014–2023), including proposals that were voted on, withdrawn, or omitted. Our analysis explores the nature of the proponents, the role of governance entrepreneurs, the targeting of issuers and the consequences of the proposal process, including the substantial role of proposals that are settled and withdrawn. (more…)