Skip to main content

Office Hours with Gary Gensler: What is Proxy Voting?

Oct. 7, 2021

This video can be viewed at the below link.[1]

Last Wednesday, the Securities and Exchange Commission held its first open Commission meeting of the fall. What did we decide?

The Commission last week proposed rules with respect to corporate governance to increase transparency on two important aspects of proxy voting.

What is proxy voting?

Say you own some shares in a mutual fund, and that fund owns stock in a variety of companies, which means you, the shareholder, have exposure to those companies. The fund is responsible for voting on behalf of all the fund investors on a number of topics at the company. These could be votes to elect the board of directors, approve a merger, or other matters. These are called “proxy votes.”

So, what did we propose?

The first item is a mandate from Congress. You see, in the wake of the 2008 financial crisis, Congress directed the SEC to require institutional investment managers to report to you, their investors, how they voted on certain executive compensation matters. These votes have come to be known as “say on pay.”

While we finished rules several years ago requiring companies to hold these executive compensation votes—“say on pays”—until last week, we had not proposed rules to require investment managers to report their votes on these matters to you, their investors.

The second part of the proposal is to bring greater consistency, transparency, and usability to the forms where funds publicly report their proxy votes. We have heard over time that investors have concerns that they’re not getting readily usable information about how funds vote.

You see, sometimes these filings can be more than a thousand pages long. Votes on the same matter might be reported inconsistently from fund to fund. Many of the descriptions of votes can be vague. And the votes are not currently reported in what’s called machine-readable format. It’s the 2020s.

Our proposal was designed to bring this reporting into the 2020s.

Thus, I was pleased to support the proposal to make this information more usable. Before the rule is finalized, though, we have put it out to public comment for you and others to comment, give us feedback. Please share that your feedback with us at sec.gov.

Return to Top