SEC Reaches Milestone in the Long and Winding Road Toward Proxy Process Reform
As part of its broad effort to modernize and enhance “the accuracy, transparency and effectiveness of the proxy voting system,” on July 22, 2020, the Securities and Exchange Commission (“SEC” or “Commission”) voted, three to one, to adopt amendments to key rules under Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) governing the activities of what the SEC now terms “proxy voting advice businesses,” such as ISS, Glass Lewis and Egan Jones. The SEC also issued related supplemental guidance to investment advisers that often retain the services of these firms. These changes, as explained in this Alert, become effective over a staggered compliance period ending December 1, 2021. In this Alert, we provide a discussion of the adopted rules, differences from the proposed rules and key takeaways for companies and their boards of directors.
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