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MFA Submits Comment Letter to the SEC in Response to Proposal to Enhance Reporting of Reporting of Executive Compensation Votes by Institutional Investment Managers

On December 14, 2021, MFA submitted a comment letter to the U.S. Securities and Exchange Commission’s proposal, “Enhanced Reporting of Proxy Votes by Registered Management Investment Companies; Reporting of Executive Compensation Votes by Institutional Investment Managers” (the “Release”) and proposed Rule 14Ad-1 (the “proposed Rule”). The proposed Rule would require institutional investment managers subject to section 13(f) (“managers”) of the Securities Exchange Act of 1934 (the “Exchange Act”) to report how they vote proxies relating to certain executive compensation matters as required by section 14A of the Exchange Act and section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

MFA highlights that the proposed Rule should be modified in a manner that would better serve investors by requiring managers to provide useful information on executive compensation matters while minimizing the high costs investors would need to pay for less pertinent data or information that could help other market participants glean confidential information on investment strategies with respect to an investor’s portfolio or fund investment. In particular, we think investors would benefit if the proposed Rule better incorporated or took into consideration information that a manager already provides to prospective and existing clients on Form ADV Part 2A.