- On proxy advisory firms, Chairman. Clayton posed multiple questions that “warrant additional consideration,” such as “[w]hether there are conflicts of interest, including with respect to related consulting services provided by proxy advisory firms, and, if so, whether those conflicts are adequately disclosed and mitigated.”
- On shareholder proposals, the Chairman asked whether the ownership requirements to submit a shareholder proposal, as well as the shareholder support required to resubmit a resolution to the same company in successive years.
The roundtable will provide SEC Commissioners and the staff an opportunity to hear from stakeholder groups on proxy process issues to determine whether official action, including potential rulemaking, is needed. The roundtable is a follow up from the SEC's 2010 proxy plumbing concept release, seeking public comment on all aspects of proxy disclosure and mechanics. The Center submitted comprehensive comments focused on proxy advisory firms. In 2013, the SEC held a roundtable on proxy advisory firms in 2013 to which the Center contributed, and the SEC Staff issued Staff Guidance focusing on the responsibilities of investors which utilize proxy advisor services.
Roundtable details, including the date, speakers, and agenda have yet to be announced. Given Chairman Clayton’s highly focused commentary, inclusion of proxy advisory firms and shareholder proposals on the agenda appears very likely. The Center submitted a letter supporting the thorough examination of proxy advisory firms and shareholder proposals as part of the roundtable agenda. The Center plans to submit comprehensive comments in the coming months and engage the SEC as part of the roundtable process.