SEC Chair Jay Clayton asserted that the SEC's recent guidance and interpretation on proxy voting "embody two fundamental tenets."
In a statement to the Investment Advisory Committee, Mr. Clayton explained that the proxy regulations mandate how proxies can be solicited and what information must be disclosed to clients, thereby imposing "significant anti-fraud liability" on proxy-related statements. Second, Mr. Clayton emphasized that investment advisers acting as proxy voters must fulfill their duties of care and loyalty, and act in the best interest of their clients. Mr. Clayton asked the Committee to consider questions about the proxy voting system including, among others, whether "there [are] aspects of our proxy system that discourage Main Street investor participation."
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