SEC Cracks Down on “Lazy” Investors

By DirectorCorps

November 18, 2019 All Industries Compensation

JPMorgan & Chase CEO Jamie Dimon has called investors who use proxy advisors “lazy” for blindly following advice on matters like as executive compensation or mergers. Now, he and other corporate executives may be getting some relief.

The U.S. Securities and Exchange Commission proposed new proxy advisory rules on Nov. 5, 2019, that will force advisory firms such as Institutional Shareholder Services (ISS) and Glass, Lewis & Co. to give public filers an opportunity to review their proxy voting advice and identify errors.

“The Commission’s proposal aims to enhance the accuracy and transparency of the information…” the commission said in a release. Proxy advisors have been influential in non-binding say-on-pay votes that give investors a voice in executive pay practices at publicly traded companies.

The changes are controversial. ISS has sued the commission in advance of the vote, saying the agency exceeded its authority and that the guidance is “arbitrary and capricious.” The Council of Institutional Investors, a group representing 135 public pension, corporate and labor funds, said the rules would “undercut important shareholder rights and appear intended to limit shareholders’ voice at public companies in which they invest.”

“The goal of the coordinated, corporate-funded campaign to promote proxy advisor regulation is not to protect investors or even promote capital formation,” CII’s Executive Director Ken Bertsch wrote in a press release. “Rather, it is to make it harder and more expensive for institutional investors to get the expert advice they need to hold executives accountable and, in turn, to make it less likely that investors vote against management or even vote at all.”

The SEC has been looking into the influence and practices of proxy advisory firms since at least 2010, according to law firm Gibson Dunn. But Dimon also has been actively pushing for changes as chairman of the trade group the Business Roundtable, according to a news report.

The SEC also published another proposal simultaneously that would put up roadblocks to investors getting their proposals in front of the annual shareholder meeting. Investors would need to hold at least $2,000 of shares for at least three years to advance a proposal and there are other limits on their ability to submit multiple proposals. Activist investors with climate change and other agendas have plagued Dimon at his apartment and at shareholder meetings, which Dimon says have turned into a “farce.”

The Business Roundtable has said it “has long been concerned about an out-of-date shareholder proposal process,” and is “encouraged that the SEC plans to modernize the proxy process.”

The SEC defends the proposals as a modernization of shareholder engagement with public companies. The public has 60 days following publication in the Federal Register to comment on the proposals.