SEC Adopts Final Proxy Advisor Amendments and Supplemental IA Guidance

On July 22, the SEC finalized amendments to its proxy solicitation rules that will modify the practices of proxy advisory firms, providing them with greater transparency and accountability. The rule amendments, which were the subject of a vigorous comment process, were approved by a 3-1 vote. The effective date will be 60 days after publication in the Federal Register, but compliance with the amendments to Rule 14a-2(b)(9) will not be required until December 1, 2021. This means that compliance with the Rule 14a-2(b)(9) amendment will, for most calendar year-end companies, first apply to the 2022 proxy season. The SEC also supplemented its September 2019 guidance on the proxy voting responsibilities of investment advisers and fund managers who vote shares on behalf of their clients, especially when voting is based on recommendations of proxy advisory services. For additional information regarding the amendments and the guidance, please look for a forthcoming Goodwin client alert.