SEC Investor Advisory Committee Recommendations on Proxy Plumbing

The SEC’s Investor Advisory Committee, established under Section 911 of Dodd-Frank (membership listed below), has submitted recommendations on improving the byzantine and jury-rigged proxy plumbing system. Their summary:

 The SEC should require end-to-end vote confirmations to end-users of the proxy system,
potentially commencing with a pilot involving the largest companies;
 The SEC should require all involved in the system to cooperate in reconciling vote-related information, on a regular schedule, including outside specific votes, to provide a basis for continuously uncovering and remediating flaws in the basic “plumbing” of the system;
 The SEC should conduct studies on (a) investor views on anonymity and (b) share lending, and
 The SEC should adopt its proposed “universal proxy” rule, with the modest changes that would be needed to address objections that have been raised to that proposal.

Members of the Committee

Anne Sheehan, Chairman
Former Director of Corporate Governance
California State Teachers’ Retirement System (Retired)

Elisse Walter, Vice Chairman
Former Chairman
U.S. Securities and
Exchange Commission

Craig Goettsch, Secretary
Director of Investor Education and Consumer Outreach
Iowa Insurance Division

Nancy LeaMond, Assistant Secretary
Executive Vice President
Chief Advocacy and
Engagement Officer
Community, State and
National Affairs, AARP

Members
Allison A. Bennington
Partner and Chief Global Affairs Officer
ValueAct Capital

John Coates
John F. Cogan Jr. Professor
of Law and Economics at
Harvard Law School
and Research Director
of the Center on the
Legal Profession

Lisa Fairfax
Leroy Sorenson Merrifield Research Professor of Law
and Director of Conference Programs, C-LEAF
The George Washington University Law School

Rick Fleming
Investor Advocate
U.S. Securities and
Exchange Commission

Matthew Furman
General Counsel
Willis Towers Watson plc

Stephen Holmes
General Partner Emeritus
InterWest Partners

William Lee
Senior Vice-President and Chief Investment Officer
New York-Presbyterian Hospitals

Paul Mahoney
David and Mary Harrison Distinguished Professor of Law
University of Virginia School of Law

Jennifer Marietta-Westberg
Principal
Cornerstone Research

Lydia Mashburn
Managing Director
Center for Monetary and Financial Alternatives
Cato Institute

Mina Nguyen
Managing Director
Jane Street Capital

Barbara Roper
Director of Investor Protection
Consumer Federation of America

Damon Silvers
Director of Policy and Special Counsel
AFL-CIO

Anne Simpson
Director, Board Governance and Strategy
Executive Office, California Public Employees’ Retirement System

Jerome Solomon
Fixed-income Portfolio Manager
Capital Group

Heidi Stam
Former Managing Director and General Counsel (Retired)
Vanguard

J.W. Verret
Associate Professor of Law (with tenure)
Antonin Scalia Law School, George Mason University and
Senior Scholar, Mercatus Center

Susan Ferris Wyderko
President and CEO
Mutual Fund Directors Forum

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