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Manufacturers Score SEC Victory in Proxy Firm Oversight

This week, the Securities and Exchange Commission (SEC) unveiled two rule proposals to provide oversight of proxy advisory firms and make targeted reforms to the shareholder proposal process. The National Association of Manufacturers has led the effort to bring these reforms to the proxy process, which are intended to make the proxy process more responsible to Main Street investors and more reflective of business realities.

Proxy advisory firms make voting recommendations to the asset managers who oversee Americans’ retirement savings. As a result, the firms have enormous influence over the policies of publicly traded companies, impacting the direction of businesses they have no stake in as well as the life savings of millions of Main Street investors. Unfortunately, a lack of oversight means proxy advisory firms often operate with undisclosed conflicts of interest and inadequate transparency, implement one-size-fits-all decision-making and make errors that impose significant costs and damaging policies on manufacturers and workers.

The SEC’s first proposed rule would institute reforms to the process by which proxy firms make recommendations and engage with issuers and investors, including requirements that the firms disclose their conflicts of interest and allow companies to highlight potential errors and misleading methodologies.

“This is a significant victory for manufacturers, workers and middle-class Americans across the country,” said Charles Crain, Director of Tax and Domestic Economic Policy at the National Association of Manufacturers. “Americans deserve a proxy process that protects their hard-earned money and sets up reasonable guardrails for the firms that impact their retirement savings, and that’s exactly what this rule proposes.”

A second SEC rule proposal would modify the submission and resubmission thresholds for placing shareholder proposals on companies’ proxy ballots, streamlining and depoliticizing the process in order to focus company management on the issues that impact investors’ long-term savings. Combined with the proxy firm proposal, these reforms represent the capstone of many years of advocacy and hard work from manufacturers across the country. Going forward, the SEC will hear public comments on both proposals as the agency works to finalize and implement the new rules.

“These rules will help ensure that proxy voting decisions are made in the best interests of Americans saving for a secure retirement and manufacturers planning for long-term growth,” said Crain. “At the NAM, we intend to keep working with the SEC to ensure that both proposals are finalized and implemented appropriately in the weeks and months ahead.”

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