The Trump administration’s top securities regulator yesterday urged a review of how shareholders weigh in on public companies’ executive pay proposals, board of director nominees and contentious issues raised by activist investors, the Wall Street Journal reported today. Securities and Exchange Commission Chairman Jay Clayton told a New York legal conference that retail-investor participation in such elections is so low that it “may be a signal that our proxy process is too cumbersome and needs updating.” Clayton, who took over the commission in May, said that he would seek public input on how to overhaul the proxy-voting system. Clayton, a political independent, called out one particular weapon in the proxy tool kit: shareholder proposals. Under SEC rules, shareholders who own at least $2,000 worth of company stock can submit corporate-governance proposals for a vote. Stock-exchange operator Nasdaq Inc. and many public companies say that low threshold allows dissident shareholders and critics to impose proposals on the entire investor base.
