Jay Clayton is Chairman of the U.S. Securities and Exchange Commission. This post is based on Chairman Clayton’s recent statement at an open meeting of the SEC, available here. The views expressed in this post are those of Mr. Clayton and do not necessarily reflect those of the Securities and Exchange Commission or its staff.
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission, under the Government in the Sunshine Act.
Today [Nov. 5, 2019] we have two items on the agenda. These items are part of the Commission’s ongoing work to enhance the accuracy, transparency and effectiveness of our proxy voting system. They reflect the considerable experience of our staff. In 2018, almost 5,700 proxy materials were filed with the Commission, and the staff in the Division of Corporation Finance received more than 250 no-action requests relating to shareholder proposals.
Today’s proposals are both rooted in key principles of our securities law. First, materiality. The proposals are designed to ensure investors receive the material information that would be expected to affect their investment decisions (including voting decisions). [1] Second, facilitating constructive, information-rich engagement among shareholders and issuers in a manner that benefits all shareholders and our public capital markets more generally. [2]