SEC Role as Proxy Proposal Referee Withstands Fifth Circuit (1)

A federal appeals court on Thursday left in place the SEC’s power to referee which shareholder proposals companies allow on their annual meeting ballots, tossing a case from business and right-leaning groups fighting the agency’s influence.

The Securities and Exchange Commission issued non-binding staff guidance that fell outside of judicial review when it advised supermarket chain Kroger Co. it could block an investor vote on a conservative organization’s anti-discrimination proposal in 2023, the US Court of Appeals for the Fifth Circuit ruled.

Companies looking to dodge shareholder proposals they consider repetitive or disruptive to their business usually seek guidance from ...