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Brief Statement on Proxy Voting Process: Call with the SEC Investor Advisory Committee

Commissioner Elad L. Roisman[1]

Feb. 6, 2019

Thank you to Anne [Sheehan], the [Investor Advisory] Committee, and Chairman Clayton for allowing me to participate in your continuing discussion on this important part of the U.S. capital market system.

I am excited to take a lead on the Commission’s efforts to improve the proxy voting process and infrastructure. As you know, the SEC staff held a roundtable on this topic last November.[2] One thing was clear to me: the proxy voting system is ripe for review. Voting is a fundamental tool shareholders use to hold directors and officers accountable for their oversight and management of public companies. Yet, the current system of proxy plumbing has been cast as inefficient, opaque, and unreliable in its accuracy. Additionally, concerns have been raised about other aspects of the proxy voting ecosystem, such as proxy advisors’ recommendations and asset managers’ voting practices. It is important for us to study and address these issues, as appropriate. Investors and our public companies deserve nothing less.

The Dodd-Frank Act charged this Committee with advising on initiatives to protect investor interests and to promote investor confidence and the integrity of the securities marketplace.[3] As Committee members, you all bring valuable insights about where the system is working for investors and where it can be improved. I look forward to discussing these perspectives today and reviewing any additional material you submit to the public comment file on these issues.

[1] My remarks are my own and do not necessarily reflect the views of my fellow Commissioners or the staff of the Securities and Exchange Commission (“Commission” or "SEC").

[2] November 15, 2018: Roundtable on the Proxy Process,

[3] Pub. L. No. 111-203, 124 Stat. 1376 (July 21, 2010), at Section 911 (amending the Securities and Exchange of 1934 §39(a)(2)).

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