Episode 9: May 2018 Letters from Members of U.S. Senate Committee to Proxy Advisors

Summary

This episode of the EC Minute looks at the May 2018 letters to ISS and Glass Lewis written by Senators who are members of the U.S. Senate Banking, Housing, and Urban Affairs Committee. The episode also offers some of the background that explains why these letters were sent. Congress appears to be investigating whether proxy advisory firms should be registered with the SEC (if they are not already) and whether they should be required to provide more information concerning their proxy guidelines, require adequate staffing, permit companies to review and comment on proxy advisory firms’ reports, and whether they need to have rules addressing conflicts of interest for such firms.

Links to Materials Referenced

Link to Congress.gov website where the report and text of H.R. 4015, the Corporate Governance Reform and Transparency Act of 2017, December 7, 2017 can be found:

https://www.congress.gov/bill/115th-congress/house-bill/4015/text

The GAO’s reports can be found at:

The SEC Staff Legal Bulletin No. 20, Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms (June 30, 2014) can be found at:

https://www.sec.gov/interps/legal/cfslb20.htm

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Episode 8: Voting Support Levels for Equity Plan Proposals:2015-2017

Summary

This episode of the EC Minute looks at vote support levels for proposals to amend existing omnibus plans and to adopt new omnibus plans (both types of equity plans) at Russell 3000 companies between 2015 and 2017. The episode also looks at the implications of the ISS vote recommendation on the vote support levels for such proposals. Overall, proposals to approve a new omnibus plan receive higher levels of support.

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Episode 7: Average and Median Support Levels for Equity Plan Proposals: 2015-2017

Summary

This episode of the EC Minute looks at average and median vote support levels for proposals to amend existing omnibus plans and to adopt new omnibus plans (both types of equity plans) at Russell 3000 companies between 2015 and 2017. The episode also looks at the implications of the ISS vote recommendation on the average and median vote support levels for such proposals.

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