At an open meeting today, the Securities and Exchange Commission issued guidance to assist investment advisers in fulfilling their proxy voting responsibilities in using the services of a proxy advisory firm, and provided guidance on proxy voting disclosures under Investment Company Act forms. The Commission also issued an interpretation of Exchange Act Rule 14a-1(l) that proxy voting advice generally constitutes a solicitation under the federal proxy rules and related guidance regarding the application of the antifraud provisions in Exchange Act Rule 14a-9 to proxy voting advice.
The guidance and interpretation will be effective upon publication in the Federal Register. The Commission’s press release can be found here. The Commission’s Interpretation and Guidance Regarding the Applicability of the Proxy Rules can be accessed here, and the Commission’s Guidance Regarding Proxy Voting Responsibilities of Investment Advisers is available here.
A Legal Update will follow.