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B-332522 1 (2020-09-17)

handle is hein.gao/gaobaebuk0001 and id is 1 raw text is: GAO U.S. GOVERNMENT ACCOUNTABILITY OFFICE 441 G St. N.W. Washington, DC 20548 B-332522 September 17, 2020 The Honorable Mike Crapo Chairman The Honorable Sherrod Brown 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: Exemptions From the Proxy Rules for Proxy Voting Advice 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 (Commission) entitled Exemptions From the Proxy Rules for Proxy Voting Advice (RIN: 3235-AM50). We received the rule on July 29, 2020. It was published in the Federal Register as a final rule on September 3, 2020. 85 Fed. Reg. 55082. The effective date of the rule is November 2, 2020. According to the Commission, the final rule amends the Commission's rules governing proxy solicitations so that investors who use proxy voting advice receive more transparent, accurate, and complete information on which to make their voting decisions, without imposing undue costs or delays that could adversely affect the timely provision of proxy voting advice. The Commission states that the final rule amendments add conditions to the availability of certain existing exemptions from the information and filing requirements of the federal proxy rules that are commonly used by proxy voting advice businesses. Further, according to the Commission, these conditions require compliance with disclosure and procedural requirements, including conflicts of interest disclosures by proxy voting advice businesses and two principles-based requirements. The Commission also states that the final rule amendments codify the Commission's interpretation that proxy voting advice generally constitutes a solicitation within the meaning of the Securities Exchange Act of 1934. 15 U.S.C. 78a et seq. Finally, according to the Commission the final rule amendments clarify when the failure to

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