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B-333815 Dec 15, 2021 1 (2021-12-15)

handle is hein.gao/gaomnw0001 and id is 1 raw text is: 1O o U.S. GOVERNMENT ACCOUNTABILITY OFFICE G A O A Century of Non-Partisan Fact-Based Work 441 G St. N.W. Washington, DC 20548 B-333815 December 15, 2021 The Honorable Sherrod Brown Chairman The Honorable Patrick J. Toomey Ranking Member Committee on Banking, Housing, and Urban Affairs United States Senate The Honorable Maxine Waters Chairwoman The Honorable Patrick McHenry Ranking Member Committee on Financial Services House of Representatives Subject: Securities and Exchange Commission: Universal Proxy Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on a major rule promulgated by the Securities and Exchange Commission (SEC) entitled Universal Proxy (RIN: 3235- AL84). We received the rule on December 2, 2021. It was published in the Federal Register as a final rule on December 1, 2021. 86 Fed. Reg. 68330. The effective date is January 31, 2022. According to SEC, the final rule amends the federal proxy rules to enhance the ability of shareholders to elect directors though the proxy process in a manner consistent with their ability to vote in person at a shareholder meeting. Specifically, SEC stated it is requiring the use of a universal proxy card in all non- exempt solicitations involving director election contests, except those involving registered investment companies and business development companies. To facilitate the use of a universal proxy card, SEC further stated it is also amending the federal proxy rules to establish certain notice, minimum solicitation, filing, formatting, and presentation requirements, along with other related rule changes consistent with the adoption of a universal proxy requirement. In addition, SEC stated it decided to adopt new disclosure requirements relating to voting standards and further requiring certain voting options for all director elections, whether or not contested. Enclosed is our assessment of SEC's compliance with the procedural steps required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the rule. If you have any questions about this report or wish to contact GAO officials responsible for the evaluation work relating to the subject matter of the rule, please contact Shari Brewster, Assistant General Counsel, at (202) 512-6398. Shirley A. Jones Managing Associate General Counsel

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