The SEC adopted amendments on July 13, 2022 to its rules governing voting advice rendered by proxy voting advice firms. In particular, the amendments are designed to alleviate certain burdens that may impair the timeliness and independence of such firms’ proxy voting advice and to address misperceptions about liability standards applicable to proxy voting advice.
The amendments rescind two conditions to the availability of two exemptions from the proxy rules’ information and filing requirements on which proxy voting advice firms frequently rely. Those conditions required:
- Companies that are the subject of proxy voting advice have such advice made available to them in a timely manner; and
- Cients of proxy voting advice firms are provided with a means of becoming aware of any written responses by companies to proxy voting advice.
Additionally, the amendments addressed certain points of confusion regarding the proxy rules’ liability provision while reaffirming that the liability provision applies to proxy voting advice. The amendments and rescission of the guidance will be effective 60 days after publication of the adopting release in the Federal Register.
