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Vedder Thinking | Articles SEC Adopts Amendments to Rules Governing Proxy Voting Advice, Rescinding Certain 2020 Amendments


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On July 13, 2022, the SEC voted 3-2 along party lines to adopt amendments to the proxy rules under the Securities Exchange Act of 1934, rescinding certain aspects of rules regarding advice provided by proxy voting advice businesses (PVABs) that the SEC adopted in July 2020. Among other things, the 2020 rules added conditions in Rule 14a-2(b)(9)(ii) to exemptions from the proxy rules’ information and filing requirements upon which PVABs often rely. Specifically, the 2020 rules required (1) PVABs to make their advice available to the companies that are the subject of their advice at or before the time that they made the advice available to their clients; and (2) clients of PVABs to be provided with a means of becoming aware of any written responses by registrants to proxy voting advice. Noting that “we are no longer persuaded that the potential benefits of those conditions sufficiently justify the risks they pose to the cost, timeliness, and independence of proxy voting advice,” the SEC is rescinding the two conditions and related safe harbors and exclusions.

Other amendments adopted by the SEC include the following:

  • Rescission of 2020 Supplemental Proxy Voting Guidance. The SEC’s adopting release rescinds the supplemental guidance that the SEC issued to investment advisers about their proxy voting obligations—guidance which was prompted, in part, by the SEC’s 2020 adoption of the conditions set forth in Rule 14a-2(b)(9)(ii).
  • Deletion of Note (e) to Rule 14a-9 (Liability Rule for Proxy Voting Advice). Concluding that its addition in 2020 had unnecessarily exacerbated legal uncertainty and confusion rather than reducing it, the SEC also approved the deletion of Note (e) to Rule 14a-9 under the Exchange Act which set forth examples of misleading material misstatements and omissions relating to proxy voting advice to clarify the application of the rule to proxy voting advice. The SEC’s adopting release also discusses the Commission’s views regarding the application of Rule 14a-9 to proxy voting advice, in particular with respect to statements of opinion.

The amendments will be effective September 19, 2022. The SEC’s adopting release is available here.


Mark A. Quade


John S. Marten


Nathaniel Segal


Jacob C. Tiedt