Proposed SEC amendments to improve the accuracy and transparency of information provided by proxy advisory firms were published in the Federal Register. (See also SEC Proposes Changes to Shareholder Proposal Rule.) Comments on the proposal must be submitted by February 3, 2020.
As previously covered, the proposal would:
- specify that proxy voting advice generally constitutes a solicitation;
- codify the Commission's current view that it is not solicitation when an individual provides voting advice in response to an unprompted request;
- enact new conditions for proxy-voting-advice businesses seeking to rely on exemptions from information and filing requirements, including (i) providing certain conflict of interest disclosures, (ii) allowing registrants and other soliciting persons to -review proxy voting advice before it is released, and (iii) adhering to requests to provide the registrants and/or other soliciting persons' views on the proxy voting advice; and
- provide examples of when a failure to disclose is considered "misleading," pursuant to SEA Rule 14a-9.
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