PNC Financial Services Group Inc. received a request from activist investor Boston Common Asset Management to include a shareholder proposal in its upcoming annual meeting proxy statement. The proposal required PNC to report to shareholders “greenhouse gas emissions resulting from its lending and its exposure to climate change risk in its lending, investing, and financing activities.” Citing SEC staff no-action letters from the mid-2000s on similar proposals, PNC requested that the SEC staff declare that it would not recommend enforcement action if PNC omitted the proposal from its proxy materials because the proposal dealt with matters related to the ordinary business of the company that are properly within the authority of a company’s board of directors. PNC also argued that the proposal sought to micromanage the company by probing too deeply into matters of a complex nature upon which shareholders, as a group, would not be in a position to make an informed judgment. Did the SEC staff allow PNC to omit the shareholder proposal from its proxy statement?
