SEC.gov | Spotlight on Proxy Process

November 15, 2018: Roundtable on the Proxy Process

The Securities and Exchange Commission staff held a roundtable at its Washington, D.C. headquarters on November 15, 2018 to discuss the proxy process and rules. The event provided a public forum for in-depth discussions of the current proxy voting mechanics and technology, the shareholder proposal process, and the role of proxy advisory firms.

Agenda and Panelists

[+]9:30 a.m. ET | Opening Statements

Opening Remarks by Chairman Clayton and Commissioners
[+]10:10 a.m. ET | Panel One – Proxy Voting Mechanics and Technology
Panel One will focus on the current proxy voting and solicitation process for shareholder meetings and recent concerns raised about this process. How can the accuracy, transparency, and efficiency of the proxy voting and solicitation system be improved and what steps should regulators consider to facilitate such improvements? In addition, the panel will discuss how recent technological advances can be used to enhance the voting process and the ability of shareholders to exercise their voting rights.

Panelists
- Ken Bertsch, Executive Director, Council of Institutional Investors
- John Coates, John F. Cogan, Jr. Professor of Law and Economics, Harvard Law School
- Paul Conn, President, Global Capital Markets, Computershare
- Lawrence Conover, Vice President, Operations and Services Group, Fidelity Investments
- Bruce H. Goldfarb, Founder, President and Chief Executive Officer, Okapi Partners
- David A. Katz, Partner, Wachtell, Lipton, Rosen & Katz
- Alexander Lebow, Co-Founder and Chief Legal Officer, A Say Inc.
- Sherry Moreland, President and Chief Operating Officer, Mediant Communications
- Robert Schifellite, President, Investor Communication Solutions, Broadridge Financial Solutions
- Brian L. Schorr, Chief Legal Officer and Partner, Trian Fund Management, L.P.
- Katie Sevcik, Executive Vice President and Chief Operating Officer, EQ
- Darla Stuckey, President and Chief Executive Officer, Society of Corporate Governance
- John Tuttle, Chief Operating Officer and Global Head of Listings, NYSE Group
- John A. Zecca, Senior Vice President, General Counsel North America and Chief Regulatory Officer, Nasdaq
11:40 a.m. ET | Lunch Break
[+]1:15 p.m. ET | Panel Two – Shareholder Proposals: Exploring Effective Shareholder Engagement
Panel Two will focus on shareholder engagement through the shareholder proposal process. The panelists will discuss, among other things, their experiences with shareholder proposals and the related benefits and costs involved for the company and shareholders. The panel also will consider the application of the shareholder proposal rule and related guidance.

Panelists
- Ray A. Cameron, Head of Investment Stewardship Team for the Americas Region, Blackrock, Inc.
- Ning Chiu, Counsel, Capital Markets Group, Davis Polk & Wardwell LLP
- Michael Garland, Assistant Comptroller, Corporate Governance and Responsible Investment, Office of the Comptroller, New York City
- Maria Ghazal, Senior Vice President and Counsel, Business Roundtable
- Jonas Kron, Senior Vice President and Director of Shareholder Advocacy, Trillium Asset Management
- Aeisha Mastagni, Portfolio Manager, Corporate Governance Unit, California State Teachers’ Retirement System
- James McRitchie, Publisher, CorpGov.net
- Tom Quaadman, Executive Vice President, U.S. Chamber of Commerce Center for Capital Markets Competitiveness
- Brandon Rees, Deputy Director of Corporations and Capital Markets, American Federation of Labor and Congress of Industrial Organizations
- Dannette Smith, Secretary to the Board of Directors and Senior Deputy General Counsel, UnitedHealth Group
2:45 p.m. ET | Break
[+]3 p.m. ET | Panel Three – Proxy Advisory Firms: The Current and Future Landscape
Panel Three will focus on the role of proxy advisory firms and their involvement in the proxy process. The panel will draw from a diverse array of perspectives from proxy advisory firms, institutional investors, the academic community, and corporate issuers. How has the role of proxy advisory firms evolved over time and are there ways in which their role and relationships with institutional investors and issuers can be improved?

Panelists
- Jonathan Bailey, Managing Director and Head of ESG Investing, Neuberger Berman, LLC
- Patti Brammer, Corporate Governance Officer, Ohio Public Employees Retirement System
- Scot Draeger, Vice President, Director of Wealth Management, General Counsel and Chief Compliance Officer, R.M. Davis Private Wealth Management
- Sean Egan, President and Founding Partner, Egan-Jones Proxy Services
- Phil Gramm, Visiting Scholar, American Enterprise Institute
- John Kim, Securities Counsel, General Motors
- Adam Kokas, Executive Vice President, General Counsel, and Secretary, Atlas Air Worldwide
- Rakhi Kumar, Senior Managing Director, Head of ESG Investments and Asset Stewardship, State Street Global Advisors
- Katherine “KT” Rabin, Chief Executive Officer, Glass, Lewis & Co.
- Gary Retelny, President and Chief Executive Officer, Institutional Shareholder Services Inc.
- Edward Rock, Martin Lipton Professor of Law and Director, Institute for Corporate Governance & Finance, New York University School of Law