On July 22, 2020, the Securities and Exchange Commission, or the Commission, adopted new amendments to its rules governing proxy voting advice provided by proxy advisory firms. The amendments codify the Commission’s view that proxy voting advice is generally a “solicitation” under Section 14(a) of the Securities Exchange Act of 1934, or the Exchange Act, and therefore subject to Federal proxy rules. The amendments also add conditions to the exemptions from the information and filing requirements under Section 14(a) of the Exchange Act and the rules thereunder. These conditions include disclosure of conflicts of interest and timely making available proxy voting advice to public companies in order to provide more opportunity for feedback and response. Lastly, the amendments provide additional clarification on when failing to disclose certain information in proxy voting advice could violate the Federal proxy rules’ antifraud provision.
The amendments reflect the Commission’s efforts to help ensure transparency, accuracy, and completeness in the information available to investors, particularly in situations where shareholder democracy is at stake. The amendments also reflect the Commission’s receptiveness to comments, as it revised several of the larger changes that were part of the November proposed rules in response to comments and, in the authors’ view, take into consideration critical input from the several proxy advisory firms.
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