A divided SEC issued two interpretive releases dealing with proxy advisory firms and proxy voting by investment advisers on August 21, 2019. One release conveys the Commission’s opinion that voting recommendations by proxy advisory firms are “solicitations” under the proxy rules, and that the antifraud provisions apply to the proxy advice process. The second piece of interpretive guidance concerns the fiduciary obligations of investment advisers when they engage in proxy voting.
Although phrased in terms of advice and guidance, both releases could have significant impacts on how proxy firms and investment advisers conduct business. Commissioners Robert Jackson and Allison Lee ...