Governance Briefing — SEC proxy voting advice rule codifies conflicts and review controls

Executive briefing: The Commission’s final rule (Release No. 34-89372) reaffirms that proxy voting advice is a solicitation and conditions exemptions from filing and information requirements on disclosure of material conflicts of interest, public availability of voting policies, and mechanisms that let registrants and other soliciting parties review and respond to advice in time for investors to consider the feedback.^{Release No. 34-89372, pp. 8–14}

Governance actions

• Advisor oversight. Update diligence checklists for proxy advisors to capture conflict policies, error-correction processes, and registrant engagement timelines.
• Board briefing packs. Prepare meeting materials summarising issuer response opportunities and how those responses will reach portfolio managers before record dates.
• Policy alignment. Document how stewardship policies handle supplemental issuer statements and when votes will be reconsidered after advisor corrections.

Sources

• SEC Release No. 34-89372 (Proxy Voting Advice)
• SEC press release on proxy voting advice amendments

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