News Centre

Statement On Final Rule Amendments On Proxy Voting Advice, SEC Commissioner Mark T. Uyeda

Date 13/07/2022

Thank you, Chair Gensler. Today, we are considering an amendment to the rules governing the practices of businesses providing proxy voting advice.

U-Turn: Comments On Proxy Voting Advice, SEC Commissioner Hester M. Peirce, July 13, 2022

Date 13/07/2022

Thank you, Mr. Chair. I appreciate the staff’s diligence, graciousness, professionalism, and hard work throughout this rulemaking process. Staff’s valuable time, however, could have been put to better use. For example, staff could have worked immediately on addressing outstanding issues around proxy plumbing and, in several years, on conducting a retrospective review of the 2020 Rules. Instead, the request made of the staff was a difficult and pointless one—find a way to redo a freshly adopted rule without any new information to suggest that such a rewrite is warranted. I am sorry that I cannot support the resulting rule.

Exclusion Preclusion: Statement On The Shareholder Proposals Proposal, SEC Commissioner Hester M. Peirce, July 13, 2022

Date 13/07/2022

1. Introduction

Thank you, Mr. Chair. As you just heard, this recommendation concerns Exchange Act Rule 14a-8, the rule that governs when public companies must include shareholder proposals in their proxy statements. We last amended this rule less than two years ago and have yet to experience a full proxy season with these changes in effect. The September 2020 amendments recalibrated the rule to balance the benefit of allowing shareholder proposals to be included in a company’s proxy materials with the reality that consideration of such proposals consumes company and shareholder resources.

Statement On Proposed Amendments For Substantial Implementation, Duplication, And Resubmission Of Shareholder Proposals Under Exchange Act Rule 14a-8 , SEC Commissioner Mark T. Uyeda, July 13, 2022

Date 13/07/2022

Thank you, Chair Gensler. The Rule being discussed today was so recently amended that the Commission has not had the chance to determine the effects of those changes.

Statement On Adoption Of Amendments To Proxy Rules Governing Proxy Voting Advice & Proposal Of Amendments To Rule 14a-8, SEC Commissioner Caroline A. Crenshaw,, July 13, 2022

Date 13/07/2022

In the past, corporate democracy was traditionally exercised in-person at an annual meeting. At these meetings, company shareholders gathered together physically, in a room, to cast their votes on a variety of issues ranging from the election of directors to employee working conditions. Today, with two years of COVID telework and remote technology under our belt, that may seem as antiquated as my parents’ landline rotary phone. The majority of shareholders now vote through the grant of proxy in advance of the meeting, electronically. In other words, they fill out a ballot, or someone, like their investment adviser, does so on their behalf through an electronic vote management system. This process, as a whole, is generally referred to as the proxy process and, over time, the corporation’s proxy materials have become, as the D.C. Circuit acknowledged, “the forum for shareholder suffrage.”

SEC Proposes Amendments To Shareholder Proposal Rule

Date 13/07/2022

The Securities and Exchange Commission today proposed amendments to the rule that governs the process for including shareholder proposals in a company’s proxy statement. Under Rule 14a-8, companies generally must include shareholder proposals in their proxy statements. The rule, however, provides several bases for exclusion, including several substantive requirements that proposals must comply with to avoid exclusion. The proposed amendments would revise three of the bases for exclusion to promote more consistency and predictability in application.

Improving The Shareholder Proposal Process: Statement On Proposed Amendments To Rule 14a-8, SEC Commissioner Allison Herren Lee, July 13, 2022

Date 13/07/2022

Shareholder proposals represent a key mechanism for shareholders to engage with management, put issues of importance on the proxy ballot, and generally enhance oversight and accountability. Through this process, shareholders have introduced significant improvements in corporate governance including majority vote rules for the election of directors, elimination of staggered board terms, limits on poison pills that serve to entrench management, and requirements for independent board chairs. Indeed shareholder proposals have often been a catalyst for pivotal corporate governance reforms. And shareholder-proponents have been early and leading voices – bellwethers for management – on significant issues such as climate risk, workforce diversity, and political spending disclosure.

FINRA Bars Two Individuals For Cheating On Online Qualification Exams - Regulator’s First Enforcement Actions For Online Cheating

Date 13/07/2022

FINRA announced today that it has barred Brandon Autiero of New Jersey and Harris Kausar of New York from the securities industry for cheating during qualification examinations administered online. The enforcement actions are FINRA’s first in connection with cheating on remote exams.

Statement On Proposed Amendments To Rule 14a-8, SEC Chair Gary Gensler, July 13, 2022

Date 13/07/2022

Today, the Commission will consider proposed amendments to Rule 14a-8 that would provide greater certainty as to the circumstances in which companies are able to exclude shareholder proposals from their proxy statements. I am pleased to support the proposed amendments because, if adopted, they would improve the shareholder proposal process.

Protecting The Independence Of The Proxy Voting Process: Statement On Amendments Governing Proxy Voting Advice, SEC Commissioner Allison Herren Lee, July 13, 2022

Date 13/07/2022

The free and fair exercise of shareholder voting rights is essential to a well-functioning system of corporate democracy, one that helps ensure that shareholders can exercise appropriate oversight of the companies they own. As shareholders increasingly vote through institutional asset managers, proxy advisors play a unique and important role in informing that process and enabling shareholders to protect their interests and their capital.