Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent public statement. The views expressed in this post are those of Ms. Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.
I want to offer my thanks to the staff of the Divisions of Investment Management and Economic and Risk Analysis and the Office of the General Counsel. I enjoyed our discussion about the proposal before us today and your thoughtful consideration of my comments. I know how much work goes into a proposal like this one, which makes it all the more difficult that I cannot support it.
One aspect of the proposal being considered today involves a statutorily mandated disclosure on “say-on-pay” votes. In a nutshell, Section 14A(d) of the Exchange Act, which the Dodd-Frank Act amended, requires every manager to report at least annually how it voted on say-on-pay matters. Regardless of whether I agree with section 951 of Dodd-Frank, it is the law, and the Commission is right in wanting to implement it.
If I had had my preference, the say-on-pay proposal would be up for Commission consideration as a standalone rulemaking. Instead, it has been joined with a wholly discretionary proposal involving a number of alterations to Form N-PX.
Statement by Chair Gensler on Proposal to Enhance Reporting of Proxy and Executive Compensation Votes
More from: Gary Gensler, U.S. Securities and Exchange Commission
Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his recent public statement. The views expressed in the post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.
Good morning. This is an open meeting of the U.S. Securities and Exchange Commission on September 29, 2021. I want to welcome members of the public who are listening in.
This is my first open meeting as Chair of this remarkable agency. While there will be times when we vote on rulemakings via seriatim, I like open Commission meetings. I think open meetings can bring greater transparency to our work, and the public benefits when we can open up our deliberations to them. I hope it will be the first of many during my tenure.
Today [Sept. 29, 2021], the Commission will consider a staff recommendation to propose amendments to Form N-PX to enhance the information that investment companies report about their proxy votes. The proposal also would require certain institutional investment managers to report how they vote proxies relating to certain executive compensation matters. These votes have come to be known as “say on pay.”
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