The Securities and Exchange Commission is considering adoption of a universal proxy rule, Commissioner Elad Roisman said Tuesday at the Council of Institutional Investors conference in Washington.
"There seems to be growing consensus that a universal proxy rule could provide benefits to everyone involved in a proxy contest, most importantly, the investors being solicited," including retail investors, Mr. Roisman said.
Addressing several controversial proposals to change the proxy process, including rules for proxy advisory firms and how shareholder proposals are submitted, Mr. Roisman noted that many strong views have been expressed, and he said that "feedback from interested market participants will help us refine and enhance our policymaking approach."
The proposed changes for proxy advisers would require them to disclose more information about their processes and any conflicts of interest and give companies the opportunity to offer revisions to their proxy reports. Mr. Roisman said he is taking the feedback seriously, including concerns that it could decrease shareholders' own review time. "I am certainly open to considering other ways to accomplish the policy goals of improving the total mix of information available to the marketplace and enhancing fairness and transparency in the voting process," he told the CII audience.
CII members approved three new policies addressing the role of stakeholders in companies, longer stockholding periods for corporate directors and proposals to expand corporate disclosure.
CII also elected a new board for 2020-'21, including re-electing as chairman Ash Williams, executive director and CIO of the State Board of Administration of Florida, which oversees a total of $216.9 billion, including the $170.4 billion Florida Retirement System, Tallahassee. Per CII bylaws, Mr. Williams was elected by public pension fund members.
