Response to SEC Subcommittee Recommendations—Universal Ballot and Vote Confirmations

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2019-09-16

Posted by Dimitri Zagoroff, Glass, Lewis & Co., on Monday, September 16, 2019
Editor's Note: Dimitri T.G. Zagoroff is Content Manager and Internal Consultant at Glass, Lewis & Co. This post is based on his Glass Lewis memorandum. Related research from the Program on Corporate Governance includes Universal Proxies by Scott Hirst (discussed on the Forum here).

If effecting change at a single institution is like reversing the course of an aircraft carrier, revamping the proxy system is something akin to turning around a whole fleet. Undaunted by the task, it appears that the SEC’s Investor Advisory Committee has gotten nearly all of its own boats pointed in the same direction. At a meeting September 5th, the IAC’s Investor-as-Owner Subcommittee recommendation on proxy plumbing received overwhelming support from all but two members of the bipartisan committee.

The IAC, chaired by Anne Sheehan, former director of governance for CalSTRS, was established by Dodd-Frank to provide the Commission with findings and recommendations on issues ranging from governance standards to the functioning of the market. Following last year’s SEC Roundtable, the Investor-as-Owner Subcommittee was tasked with disentangling the inefficiencies and complex interests of the proxy system.