Worth Reading … SEC Comment Letters on Proxy Plumbing

Worth Reading … SEC Comment Letters on Proxy Plumbing

When the SEC issued its concept release on the U.S. proxy system, also known as proxy plumbing, in July, it was praised by many corporate secretaries as a way to update the archaic process used to elect directors and vote on proxy proposals. It was also seen by some shareholders as a way to take the mystery out of the proxy voting process. But it was also seen as opportunity by those sitting in the C-suite and boardrooms to rein in the powerful proxy advisors.

Of the nearly 250 comment letters listed on the SEC Web site for the proxy plumbing release as of Nov. 16, (the comment deadline was Oct. 20) many focus on the following issues:

  • Possible regulation of proxy advisory services (i.e. Institutional Shareholder Services, Glass Lewis)
  • Empty voting (decoupling of economic and voting components of share ownership)
  • Company communication with Objecting Beneficial Owners (OBO) and Non-objecting Beneficial Owners (NOBO)
  • Need for voting instruction forms to meet same standards as proxies

If you need a refresher on the concept release, take a look at my July 15 post. The 151-page concept release addressed such issues as over voting, under voting, vote confirmation, empty voting, role of proxy advisory firms and possible conflicts of interest and proxy distribution fees.

After combing through the letters, I singled out five that made arguments for or against the issues I mention above. The five letter writers range from a law firm specializing in securities law to an online corporate governance newsletter. Suffice it to say, the letters represent all sides of the proxy plumbing issue: the shareholders, management, the board, proxy advisors.

Read the rest of this article on the Corporate Governance Blog

 

Comments

Anonymous
Anonymous
  • 08-23-2011

Thank you for information.

Anonymous
Anonymous
  • 09-15-2011

Looks like your site is getting alot of visitors.

Anonymous
Anonymous
  • 09-17-2011

Thank you for the information.

Anonymous
Anonymous
  • 09-17-2011

Great Post! Is this blog updated regularly? I’ll bookmark this site so I can get the best. Thank you.

Anonymous
Anonymous
  • 09-20-2011

Thank you for the information.

Anonymous
Anonymous
  • 01-05-2012

Thank you for information.

Anonymous
Anonymous
  • 03-02-2012

Great info. Thank you.

Anonymous
Anonymous
  • 04-24-2012

Interesting and important information. It is really beneficial for us. Thanks

Anonymous
Anonymous
  • 04-24-2012

I just wanted to add a comment here to mention thanks for you very nice ideas. Blogs are troublesome to run and time consuming thus I appreciate when I see well written material. Your time isn’t going to waste with your posts. Thanks so much and stick with it No doubt you will definitely reach your goals! have a great day!