SEC proposes changes to executive compensation vote disclosures
This article was first published on Proxy Insight Online on September 29, 2021. For more information about the product, click here.
Hedge funds and endowments will be required to disclose how they vote on executive compensation proposals and all institutional investors will have to share the impact of stock-lending on their voting, according to a new rule proposed by the Securities and Exchange Commission (SEC) on Wednesday.
The policy would stipulate that fund managers with over $100 million in assets report their “say on pay” votes to investors in N-PX filings, a requirement that currently only applies to index and mutual funds.
Suggestions that the rules be limited to positions worth more than $200,000 were dismissed by the SEC, it revealed in the proposal.
Another part of the proposed rules would require both new and existing filers of NP-X filings, which disclose voting behavior over the past 12 months, to categorize votes by proposal type and provide information on the impact of stock-lending on the amount of votes cast.
The proposed rules intend to aid “transparency” and help investors “more easily understand and analyze proxy voting information,” said SEC chair Gary Gensler.
Republican Commissioner Elad Roisman lent cautious support to the proposed policy and N-PX amendments, saying that he wanted the issues to be subject to public comments.
“When I have reviewed forms N-PX, I have found it frustrating to see funds list their votes on agenda items opaquely labeled as ‘miscellaneous’ and have to look up the relevant issuer’s proxy statement in order to understand what matters the funds were considering,” Roisman said in a statement. “Additionally, I can see how having forms filed electronically can allow investors to more easily analyze the content. So, to the extent the proposed N-PX amendments aim to update the form in these ways, I am supportive.”
However, he expressed concern about the disclosure categories being based on the 2020 proxy season, when ESG issues soared in prominence, saying this could “be underscoring the importance of these issues to all investors for years to come.”
Commissioner Allison Herren Lee also described the proposed rules as “long overdue,” helping to bring “greater transparency to how intermediaries cast votes on behalf of investors.”
The proposals will be subject to a 60-day period of public consultation before further action can take place. The regulator has encouraged the public to “weigh in” and provide comments.