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B-334478 Jul 25, 2022 1 (2022-07-25)

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                      U.S. GOVERNMENT ACCOUNTABILITY OFFICE
441 G St. N.W.
Washington, DC 20548


B-334478


July 25, 2022

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: 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 (SEC) entitled Proxy Voting Advice
(RIN: 3235-AM92).  We  received the rule on July 13, 2022. It was published in the Federal
Register as a final rule on July 19, 2022. 87 Fed. Reg. 43168. The effective date is September
19, 2022.

According to SEC, the final rule adopts amendments to the federal proxy rules governing proxy
voting advice. SEC states that the amendments adopted by this rule remove a condition to the
availability of certain exemptions from the information and filing requirements of the federal
proxy rules for proxy voting advice businesses (PVABs). SEC states that this rule also rescinds
certain SEC guidance previously issued to investment advisers about their proxy voting
obligations, as well as removes a note that used to provide examples of situations where failure
to disclose certain information in proxy voting advice could be considered misleading under the
federal proxy rules' prohibition on material misstatements or omissions. Finally, SEC states that
this rule discusses SEC's views regarding the application of the prohibition on material
misstatements or omissions to proxy voting advice, in particular with respect to statements of
opinion.

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

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