Like many institutional investors, TIAA takes its responsibilities as a shareholder seriously, and we work hard to make informed proxy voting decisions and participate thoughtfully in annual shareholder meetings. We believe it is important to maintain a careful balance between the rights of shareholders and those of operating companies, and we appreciate the Commission’s continued efforts to do so. However, we are concerned that certain aspects of the Proposals may ultimately make the proxy voting process more costly and difficult without providing meaningful benefits to investors or the market. We respectfully offer our thoughts and perspectives on the Proposals below in hopes that we may assist the SEC in its worthy goal of effectively and efficiently improving the U.S. proxy voting process.

1. Proxy advisors should not be required to give registrants an opportunity to review and provide feedback on voting advice before it is disseminated to clients.

The Proxy Advice Proposal includes proposed amendments to Rule 14a–2(b) of the Exchange Act that would require proxy advisory firms to give registrants one standardized opportunity for timely review of and feedback on proxy voting advice before disseminating the advice to clients, regardless of whether the advice is adverse to the registrant’s own recommendation. The amount of time a given registrant would have to conduct its review and provide feedback would depend on how far in advance of the shareholder meeting the registrant files its definitive proxy statement. Registrants that file their proxy statement between 25 and 44 days before their next shareholder meeting would be given at least three business days for review and feedback, while registrants that file their definitive proxy statement 45 days or more before their next shareholder meeting would be given at least five business days. Registrants would also have the option under the proposed amendments to request that a proxy advisor’s final voting advice include a hyperlink provided by the registrant directing the recipient of the advice to a written statement that sets forth the registrant’s views on the advice.

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