SEC curbs recent proxy voting reforms

The U.S. Securities and Exchange Commission (SEC) has reversed course on recent revisions to proxy voting rules, overturning reforms that gave more power to companies in the process.

Measures adopted in 2020 under the previous administration required companies that are the subject of proxy voting recommendations to be given timely access to that advice. The measures also required that clients of proxy advisory firms be given access to companies’ responses to these recommendations.

The SEC voted to rescind the requirements. The regulator said institutional investors were concerned the requirements could hurt the independence and timeliness of proxy voting advice and increase compliance costs for proxy advisory firms.

The changes are also intended to clarify the liability standards that apply to proxy voting advice, the SEC said, while preserving investors’ confidence in the integrity of that advice.

SEC chair Gary Gensler said the reforms, which will take effect 60 days after their publication in the Federal Register, will help to “protect investors and facilitate shareholder democracy.”

Commenting on the move, advisory firm Institutional Shareholder Services (ISS) expressed disappointment that the SEC didn’t go further.

“While we applaud the commission for removing some of the 2020 rule’s more draconian provisions, the rule should have been rescinded in its entirety,” it said in a statement.

“As investors and their representatives made abundantly clear in two rounds of public comments, the proxy rule is a solution in search of a problem. Today’s action misses the mark by failing to address the most critical defect; namely, the reclassification of proxy advice provided in a fiduciary capacity as proxy solicitation,” it said.

ISS noted that it’s continuing to challenge the rule in court, with oral arguments scheduled to take place later this month.

Industry trade group the U.S. Chamber of Commerce also criticized the SEC’s rollback of certain requirements.

“The SEC’s votes today will significantly weaken investor protections and corporate governance, while turning a blind eye to conflicts of interests,” said Tom Quaadman, executive vice-president of the Chamber’s Center for Capital Markets Competitiveness, in a statement.

In shifting its approach to the proxy voting process, Quaadman said the SEC “is pursuing a politically motivated agenda” that will harm the competitiveness of the public markets.

“Today’s actions undermine the regulatory progress made at the SEC in recent years to encourage companies to go, and stay, public,” he added. “The Chamber will consider all available options including the courts to stop these unwarranted and clearly political steps backward.”

James Langton

James is a senior reporter for Advisor.ca and its sister publication, Investment Executive. He has been reporting on regulation, securities law, industry news and more since 1994.