SEC Adopts Amendments To Regulate Proxy Voting Advice

On July 22, 2020, the SEC adopted final amendments to its rules governing proxy solicitations and the filing exemptions for proxy voting advice (the "Amendments"). With Democratic Commissioner Lee dissenting, Chairman Clayton and the two Republican Commissioners closed the initial chapter in a more than decade-long attempt to rein in the influence of "proxy voting advice businesses" ("Proxy Advisers"). The Amendments condition the exemptions for reports issued by Proxy Advisers from the filing and information requirements of the federal proxy rules on compliance with disclosure and procedural requirements. In addition, the Amendments codify in the definition of "solicitation" in Rule 14a-1(l) the SEC's longstanding view that Proxy Advisers' reports are "solicitations" subject to the anti-fraud provision of the federal proxy rules. This Alert summarizes key aspects of the Amendments.