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SEC Roundtable Seeks Fixes for Complex, Antiquated Proxy Voting System

New SEC Commissioner Elad Roisman encouraged participants at the recent SEC Staff Roundtable on the Proxy Voting Process to submit their data and comments to the SEC, acknowledging that the current system is ripe for change. Panelists discussed the proxy voting process and technology, shareholder proposals and proxy advisory firms during three sessions. Members of the industry, trade groups, financial firm representatives, lawyers and proxy advisory firms addressed questions including how blockchain could solve the technical issues in the arcane proxy voting system; whether the eligibility requirements to submit and resubmit shareholder proposals, including monetary thresholds, remain appropriate; and questions on the role and influence of proxy advisory firms. Participants also addressed how fund managers, particularly of passively managed funds, fulfill their fiduciary duty to investors in the context of proxy voting. Commissioner Kara Stein in opening remarks raised a number of issues for the panel to discuss, including the effectiveness of staff guidance over the years. She noted the complexities caused by the fact that many investors hold shares through broker dealers and other intermediaries. As a result, she said, the proxy system “involves an array of third-parties, such as broker-dealers, banks, custodians, transfer agents, and proxy advisors, to name a few. While this tangled web has helped to create a plethora of cottage industries, it has not necessarily helped to provide transparency to either companies or their investors.” She noted that a recent bipartisan bill would require all major proxy advisory firms to be regulated by the SEC under the Investment Advisers Act of 1940. SEC Chairman Jay Clayton expressed hope for good results from the roundtable and said improvements in the proxy voting system should largely be aimed at benefiting Main Street investors. Participants asked the SEC to consider pilot programs and additional roundtables to inform any proxy voting rulemaking initiatives.