Subject: 4-725:
From: Ike Brannon
Affiliation: Capital Policy Analytics

Oct. 22, 2018

Mr. Brent J. Fields
U.S. Securities and Exchange Commission

SEC Staff Roundtable on the Proxy Process

Dear Mr. Fields:

Jared Whitley and I would like to submit our study, entitled “Corporate Governance Oversight and Proxy Advisory FIrms,” which was published in the Fall 2018 issue of Regulation, to you and your colleagues as information that I think you will find relevant to your task. A link to the study can be found at

In it conclude that the current proxy arrangement, whereby investment managers must vote their proxies, evince little interest in the process, and delegate the decision-making to a proxy advisory firm in a duopoly market where one actor has a political agenda, creates a moral hazard problem that we find troubling. 

We also find the lack of transparency in the actions of the proxy advisory firms to be troubling as well, and it makes it even more difficult to comprehend the status of the situation. 

We suggest in our study that the SEC reconsider the usefulness of requiring investment managers to vote their proxies. 


Ike Brannon
Capital Policy Analytics