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1 1 (January 3, 2022)

handle is hein.amenin/aeiaefv0001 and id is 1 raw text is: AMEHRCAN I .NTEPRPRLSE SINSTITUTE Comment Submitted on Rule Proposed by the Securities and Exchange Commission: Amendments to Federal Proxy Rules Governing Proxy Voting Advice October 14, 2021 Benjamin Zycher* December 27, 2021 File 57-17-21 RIN 3235-AM92 By electronic submission: htts:/www.sec.ov/c binirulin-c mments The Securities and Exchange Commission has proposed amendments to the Exemptions From the Proxy Rules for Proxy Voting Advice rule finalized on July 22, 2020. These proposed amendments should not be finalized, as they are devoid of an analytic basis justifying a rejection of the transparency provisions of the existing final rule, they would reduce the availability of relevant information available to investors receiving voting advice from proxy advisors, and in general are inconsistent with the objective of maximizing the economic value of assets owned by shareholders, fund participants, and others with a direct financial interest in the performance of businesses subject to SEC rules and oversight. The process with which the proposed rule has been promulgated would erode the stability and predictability that are important components among the appropriate goals of any rational regulatory system. Moreover, the proposed rule would increase the scope of proxy advice driven by the personal political preferences of proxy advisors, and thus is inconsistent with the fiduciary responsibilities of those making business decisions to maximize the economic value of businesses and funds, the appropriate policy objective in this context. This comment responds to a request from the Securities and Exchange Commission for comments on its rule proposed on November 17, 2021 that would amend the Federal proxy rules governing proxy voting advice.' The proposed rule would revise the final Exemptions From the Proxy Rules for Proxy Voting Advice rule finalized July 22, 2020, published September 3, 2020, and which took effect November 2, 2020.2 The proposed rule offers no new data or analysis in * Senior Fellow, American Enterprise Institute; a brief biographical summary is available at https://www.ael.or /profile/benjaminz %c ber/. The views expressed here are solely those of the author, who can be reached at b ' See https/www.sec .ov/r les/proposed/2 2: /34-9359i pi . 2 See htt-s:%/wwwt.fedaI s i r.e o /documents/'2O2O/O9/t3/2O2O.- 1 6337;/ex;emt n s -firo-th -proxy-rules-for- proxy -voting -advice. The American Enterprise Institute (AEI) is a nonpartisan, nonprofit, 501(c)(3) educational organization and does not take institutional positions on any issues. The views expressed in this testimony are those of the author.

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