MFA supports the Commission’s efforts to rescind certain amendments adopted in 2020 regarding proxy voting advice under Rule 14a-9 of the Securities Exchange Act of 1934.
Under the previous Rule, conditions that required proxy advisory firms to prepare and disseminate proxy voting advice to issuers simultaneously with clients while also requiring firms disclose an issuer’s responses created unnecessary compliance costs and delays in delivering timely proxy voting advice to clients.
Likewise, the previous Rule included examples of prohibited material misstatements or omissions relating to proxy voting advice which appeared to extend beyond material, factual information, and subjected proxy advisory firms to issuer-imposed pressures and uncertain liability.
MFA’s comment letter supports the recension of the prior amendments, which will alleviate unnecessary delays and additional compliance costs in receiving proxy voting advice while ensuring that legal uncertainty does not inhibit proxy advisory firms’ independent preparation and delivery of proxy advice to our members.
