October 17, 2018
October 17, 2018
Mr. Brent J. Fields Secretary
A Coalition of Growth Companies
U.S. Securities and Exchange Commission
100 F Street, NE Washington, DC 20549-1090
Re: File Number 4-725 SEC Staff Roundtable on the Proxy Process
Dear Mr. Fields:
Please accept this correspondence for consideration as the Securities and Exchange Commission deliberates on the proxy process.
As long-time investors, we have received many notices of proxy voting over the decades from our broker, who provides them to us in accordance with law and the corporate governance of the companies in which we own stock. Our proxy ballots include recommendations from the companys Board of Directors on individual issues. More often than not, we agree with such recommendations because we believe they represent the best interests of the company and its shareholders.
The situation is murkier with proxy advisors. While we have limited experience with such advisors, we have noticed that the core interests that motivate such advisors are often unclear. We are certain that Boards of Directors overwhelmingly represent our best interests as shareholders - after all, it is their company as well - but we have zero assurance of this in the case of proxy advisors. In some instances, we have even suspected that a proxy advisor has recommended voting against our best interests as investors. This strikes us as deceptive and very harmful to the financial interests of shareholders like us.
Whether the actions of such proxy advisors constitute a violation of any anti-trust, conflict of interest or anti-fraud regulations, we cannot say. However, it seems deeply wrong for a proxy advisor to actively promote issues that may harm the shareholders of a particular company, without explaining to these shareholders who they are, what they do, the third parties they may represent, or any other material facts that could inform an investors proxy vote. While proxy advisors presumably have a fiduciary obligation to some party, it is clear that party is not retail investors like us who own stock in the companies on which they provide voting recommendations.
Our personal opinion is that proxy advisors have no place in the voting process. If a proxy advisor promotes voting against the recommendations of a Board of Directors, they are probably not acting in the best interests of the company and, by extension, its individual shareholders. If a proxy advisor concurs with a Boards recommendations, they are redundant and unnecessary.
We recognize that eliminating proxy advisory firms from the voting process is a tall order. Therefore, we respectfully submit that proxy advisors be required by law to be candid and fully transparent in disclosing the parties they represent, the objectives of those parties, the financial interest of those parties, and any relationships with other companies, investments or organizations they represent, so as to assure consumers they are not acting with a conflict of interest.
Sincerely,
Jessica L. Hogenson S. Alan Hogenson