In response to an SEC request for comment on its semiannual regulatory agenda, the Council of Institutional Investors ("CII") urged the SEC to prioritize compensation clawbacks, SEA Rule 10b5-1 ("Trading 'on the Basis of' Material Nonpublic Information in Insider Trading Cases"), and the proxy process.
In the comment letter, CII advocated the following views:
- Clawbacks. CII supported the SEC's decision to move the 2015 proposed "Listing Standards for Recovery of Erroneously Awarded Compensation" to the "Proposed Rule Stage" category from its previous "Long-Term Actions" category. CII asserted that finalization of the 2015 proposal would address current deficiencies in clawback policies by creating a minimum standard for listed companies.
- Rule 10b5-1. CII agreed that insider trading rules should be reviewed, requesting that the SEC tighten requirements for insiders' stock trading plans. CII asked that the SEC (i) require compensation, discussion and analysis reports to include a quantitative reconciliation between the metrics used to disclose executive compensation and (ii) finalize a proposed rule to amend Securities Act Rule 144 ("Persons deemed not to be engaged in a distribution and therefore not underwriters") to reduce the risk of unregistered distributions stemming from the sale of a market-adjustable security.
- Proxies. CII supported (i) the finalization of a 2016 proposal to amend proxy voting rules to enable shareholders voting by proxy to "choose among duly-nominated candidates in a contested election of directors" and (ii) amendments to improve the mechanics of the proxy voting process to confirm that shareholder votes are counted accurately.
The comment period for the SEC's semiannual regulatory agenda closed on August 30, 2021.
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