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UPDATE 1-U.S. SEC proposes rules that could limit shareholder voices

Katanga Johnson and Jessica DiNapoli

(Adds vote, details on proposal, quotes)

WASHINGTON, Nov 5 (Reuters) - Wall Street's top regulator on Tuesday proposed a pair of long-awaited rules that would set new limits on shareholders ability to call for corporate changes on thorny issues like climate change disclosures and executive compensation.

In one of the biggest wins for the corporate lobby under President Donald Trump, the U.S. Securities and Exchange Commission voted 3-2 along partisan lines to raise the re-submission thresholds for motions that shareholders file on company ballots and to put new requirements on firms guiding investors how to vote in corporate elections.

Both shareholder proposals and proxy advisory firms are cornerstones of corporate governance and how investors hold management accountable.

Both changes will be subject to public comment.

Democrats Rob Jackson and Allison Herren Lee voted against the rules, saying they tilted the playing field toward corporate management.

"In each aspect of todays two proposals, the odds are stacked against shareholders," Lee said.

The current thresholds for re-submissions of proposals date from 1954, SEC officials said. Under the new rule, proposals resubmitted to companies within five years must have won 5% support in the past, up from 3% under current guidelines, with other minimum thresholds increasing for the second and third times proposals are submitted, SEC officials said.

The agency's proposed rule aims to end shareholder proposals that appear on corporate ballots with diminishing levels of support, officials said.

The SEC also proposed to require proxy advisory firms to give companies two chances to review their recommendations before they are sent to shareholders.

Proxy advisory firms, including Institutional Shareholder Services Inc., recommend to investors how to vote and cast ballots on behalf of some asset managers.

Tuesday's proposal seeks to impose a "review and response process" by allowing companies five days to review proxy adviser proposals and provide feedback to the advisers, who would then have two days to notify companies when they will send their recommendations, SEC officials said.

The process aims to "allow advisers and companies to better communicate about the aspects of the proxy advisory report that meets a standard of interest" on proposed issues, they said.

Industry groups, like the U.S. Chamber of Commerce, which lobbied aggressively for the proposals, praised the SEC's moves.

"The current opaque system of proxy advice degrades the information available to investors," Tom Quaadman of the Chamber told Reuters.

ISS President and Chief Executive Gary Retelny said in a statement that institutional investors, which hire proxy advisers, had not called for the new rules.

Rulemaking typically is a lengthy and deliberative process and one can hope the SEC listens to and addresses the concerns of the investors it is charged with protecting."

Jackson said the agency should have a taken a more "nuanced approach" in its data analysis to determine which shareholder proposals are value-enhancing versus value-destroying, and tailored the proposal accordingly.

"Whatever problems plague corporate America today, too much accountability is simply not one of them," he said.

In August, the SEC issued guidance that aimed to clarify how investors and firms that vote on their behalf should cast their ballots in corporate elections.

The guidance addressed some of the grievances U.S. corporations have long had about proxy advisers, such as mistakes in reports advisers issue on specific companies and conflicts of interest in their business models.

ISS last week sued the SEC over its guidance amid worries by investors that it may diminish voting rights and constrain shareholders' ability to hold corporations accountable.

(Reporting by Katanga Johnson in Washington and Jessica DiNapoli in New York; Editing by Bernadette Baum and Dan Grebler)