SEC Staff to Host Roundtable on Proxy Rules

The SEC announced that the staff will host a roundtable this fall to hear from investors, issuers, and other market participants about whether the SEC’s proxy rules should be refined. Potential topics include the proxy voting process, retail shareholder participation, shareholder proposals, technology and innovation, and proxy advisory firms. The SEC is accepting comments on the investing public’s views on the proxy process in advance of and after the roundtable. Some of the specific topics included:

• Reasons for the relatively low retail participation rate of individual investors in proxy voting and whether better communication and coordination among proxy participants, increased use of technology, changes to our rules, or investor education could increase participation.
• Potential for over-voting and under-voting of securities by broker-dealers, the reasons this may occur, and ways to address it.
• Practical difficulties in confirming whether an investor’s shares have been voted in accordance with the investor’s instructions.
• Costs and challenges associated with distributing proxy and other materials to beneficial owners who hold in “street name,” as well as the costs and other challenges of communicating with such shareholders more generally.
• Whether various factors, including legal requirements, have resulted in investment advisers to funds and other clients relying on proxy advisory firms for information aggregation and voting recommendations to a greater extent than they should, and whether the extent of reliance on these firms is in the best interests of investment advisers and their clients, including funds and fund shareholders.