I am writing on behalf of the National Investor Relations Institute (NIRI) to offer additional comments on proxy advisory firms. [1] Founded in 1969, NIRI is the professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts, and other financial community constituents. Our more than 3,300 members represent over 1,600 publicly held companies and $9 trillion in stock market capitalization.

Our members play a vital role in communicating with institutional and retail investors on proxy voting matters. This role is especially critical when a company needs to engage with shareholders during a proxy contest or a “vote no” campaign, or after receiving a negative proxy advisor recommendation on an equity incentive plan or during a Say-on-Pay vote.

We are pleased to join with 318 issuers [2] around the country and a broad coalition of corporate organizations, including the Shareholder Communications Coalition, the Society for Corporate Governance, the U.S. Chamber of Commerce, Nasdaq, the Business Roundtable, the National Association of Manufacturers, the Biotechnology Innovation Organization, the Center On Executive Compensation, and Nareit, in urging the Commission to exercise greater oversight over proxy advisors.

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