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ARTICLE · 25 NOVEMBER 2019

SEC Proposes Proxy Voting Advice Rule Amendments

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On November 5, 2019, the US Securities and Exchange Commission (SEC) proposed amendments (the "Proposal") to proxy solicitation rules that are designed to enhance the accuracy and transparency of ...

United StatesCorporate/Commercial Law
Laura Richman
Laura Richman
Robert Gray, Jr.
Robert Gray, Jr.
Michael Hermsen
Michael Hermsen
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On November 5, 2019, the US Securities and Exchange Commission (SEC) proposed amendments (the "Proposal") to proxy solicitation rules that are designed to enhance the accuracy and transparency of the information that proxy advisory firms, such as Institutional Shareholder Services Inc. (ISS) and Glass Lewis, provide to investors and others who vote on behalf of investors.1

The Proposal would add conditions to the exemptions from the information and filing requirements of the proxy solicitation rules that proxy advisory firms currently rely on. In addition, it would codify recent SEC guidance regarding when the provision of proxy voting advice constitutes a solicitation for the purposes of the proxy rules. The Proposal would also provide examples to clarify when failure to disclose certain information in the proxy voting advice could be considered misleading.

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