SEC Reverses Aspects of Proxy Voting Advice Regulations: The Final Rule Rescinds Conditions from Former Proxy Rule Exemptions for Proxy Voting Advice and Related Guidance for Investment Advisers

Sullivan & Cromwell LLP - July 21, 2022
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On June 13, 2022, the SEC voted to adopt amendments to the rules governing proxy voting advice provided by proxy advisory firms.  The 2022 Final Rule rescinds two sections of the rules governing proxy voting advice that the SEC adopted in July 2020:  (1) Rule 14a-2(b)(9)(ii) and (2) Note (e) to Rule 14a-9.  Former Rule 14a-2(b)(9)(ii) included conditions to exemptions from the proxy rules’ information and filing requirements, and Former Note (e) to Rule 14a-9 set forth examples of material misstatements or omissions related to proxy voting advice.  The SEC also rescinded the 2020 Supplemental Guidance, which was prompted, in part, by the adoption of Rule 14a-2(b)(9)(ii).  The 2022 Final Rule will be effective September 19, 2022.

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