Statement on Proposed Amendments to the Rules Governing Proxy Voting Advice

We just heard staff of the Securities and Exchange Commission propose amendments to the rules governing proxy voting advice. I am pleased to support these proposals.

Proxy advice voting businesses play an important role in the proxy process. Their clients, including institutional investors and investment advisors, deserve to receive independent proxy voting advice in a timely manner. This gets to the heart of the SEC’s investor protection mandate.

In June, I directed the staff to consider whether to recommend further regulatory action regarding proxy voting advice.[1] Today’s proposal builds on that directive.

The proposed amendments would address conditions to an exemption requiring proxy voting advice businesses to provide companies with access to voting advice and to provide their clients with access to the companies’ responses.

Investors have expressed concerns that such conditions, as written, would impair the independence and timeliness of proxy voting advice. I am pleased to release these proposals to the public, pursuant to the vote of the Commissioners, and encourage the public to share their feedback at sec.gov.

I’d again like to thank the SEC staff for their work on this proposal, including:

• Renee Jones, Erik Gerding, Lisa Kohl, Michele Anderson, Ted Yu, and Valian Afshar in the Division of Corporation Finance;

• Dan Berkovitz, Michael Conley, Megan Barbero, Bryant Morris, Tracey Hardin, Dorothy McCuaig, and Dan Matro in the Office of the General Counsel;

• Jessica Wachter, Oliver Richard, Lauren Moore, Andrew Glickman, Vlad Ivanov, and Hamilton Martin in the Division of Economic and Risk Analysis;

• David Bartels and Tara Varghese in the Division of Investment Management; and

• Janene Smith in the Division of Enforcement.