The U.S. Securities and Exchange Commission (SEC) voted to adopt controversial changes to its proxy advisory rules that will give companies a greater say in the voting recommendations of proxy advisors.
The revisions mandate proxy advisory firms to provide companies with timely access to their voting advice and to inform clients of companies’ responses to that advice. There are also new conflict of interest disclosure requirements.
Additionally, the amendments codify the SEC’s view that “proxy voting advice generally constitutes a solicitation under the proxy rules,” and that failing to disclose material information about that advice may violate the anti-fraud provision of the proxy rules.
The SEC also introduced added guidance regarding the proxy voting responsibilities of investment advisers.
The regulator said the measures are intended to “ensure that clients of proxy voting advice businesses have reasonable and timely access to more transparent, accurate and complete information on which to make voting decisions.”
However, commissioner Allison Herren Lee, who criticized an earlier reform proposal in this area, said the revised proposal will still harm the governance process and the exercise of shareholder voting rights.
“[The reforms] are still designed to, and will, increase issuer involvement in what is supposed to be independent advice from proxy advisory firms,” she said in a statement.
She also said the rules will add “significant complexity and cost” into the proxy voting system that doesn’t need fixing.
“The final rules are unwarranted, unwanted, and unworkable,” she said.
Companies have long called for regulators to reign in proxy advisory firms, complaining that they have too little accountability and are too influential in the proxy voting process.
Corporate advocate the U.S. Chamber of Commerce lauded the SEC’s move.
“Today the SEC has acted to protect investors, promote transparency, end conflicts of interest and boost U.S. competitiveness through oversight of proxy advisory firms,” said Tom Quaadman, executive vice president, Center for Capital Markets Competitiveness at the Chamber, in a statement.
“These improvements will reorient shareholder proposals and director elections to ensure the long-term success of businesses and provide much needed returns for investors,” he said, adding the chamber is “hopeful this will reverse the 25-year decline in the number of U.S. public companies.”
The amendments to the proxy rules will take effect 60 days after they’re published in the Federal Register, but proxy advisory firms have until December 1, 2021 to comply with certain provisions.
The guidance for investment advisers will be in effect immediately upon publication.