SEC Rules on Lobbying and Energy Finance Proposals 

March 13, 2025

The Securities and Exchange Commission (SEC) has recently made significant decisions that have once again reshaped the dynamic shareholder landscape.  

The SEC allowed five companies to reject lobbying proposals from their agenda. In addition, the SEC have also approved energy finance proposals which have been proposed by the Comptroller of the City of New York, Brad Lander. 

Goldman Sachs, Morgan Stanley, ExxonMobil, United Airlines Holdings, and McDonald's were permitted to exclude shareholder proposals related to lobbying activities from their agendas.

The proposals requested that each company disclose annually a report which provides shareholders with transparency on lobbying payments, information on the company’s policies and procedures governing direct and indirect lobbying activities, together with a description of management’s and the board’s decision-making process. 

 The SEC's issuance of Staff Legal Bulletin No. 14M (SLB 14M) on 12 February 2025 helped aid the decision to leave these shareholder proposals off the company agenda. The new guidance offers companies more flexibility in excluding specific proposals, particularly those related to environmental and social issues.  

This development differs from previous SEC stances in which similar no-action requests were often declined. This could also be a potential cause for concern among shareholders as the decisions indicate that proposals that previously made it onto agendas may be excluded under the new guidance. 

 The other recent significant decision was the SEC’s approval of energy finance proposals which the NYC Comptroller proposed. The proposals ask major banks, such as Well Fargo and Bank of America, to disclose their energy supply ratios (ESR) annually.  

These disclosures provide transparency on the proportion of a bank’s financing that supports low-carbon and zero-carbon energy initiatives against their financing of high-carbon and fossil fuel energy products and thus they shed light on whether these banks are committed to transitioning to a sustainable economy. 

 Both points further signify the complex landscape of shareholder engagement. The SEC’s guidance appears to favour corporate interests over shareholder activism and this shift is unsurprising given the re-election of the Trump administration.  

 Since Trump’s return to the helm of US politics, the Republican party have been keen to prioritise reducing regulatory burdens on businesses. On the other hand, the approval of the energy finance proposals has indicated a push for transparency in sustainable finance, which benefits shareholders.  

 As the shareholder engagement environment continues to evolve, these decisions will no doubt continue to have an impact on future AGMs and corporate disclosure requirements. 

Author: Daniel Kehoe

Minerva’s blog focuses on the latest developments in ESG investing and stewardship. Minerva is a global provider of sustainable stewardship solutions with over 25 years of expertise. Minerva empowers investors by providing essential tools, including ESG research and data, enabling them to navigate the intricate landscape of stewardship and proxy voting, whilst ensuring their decisions are well-informed and aligned with sustainable principles.

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