Advocacy Action Items

Corporate Coalition Offers Recommendations on Proxy Advisors and Proxy System Reforms

The Shareholder Communications Coalition, which includes NIRI, has provided recommendations to the U.S. Securities and Exchange Commission on regulating proxy advisory firms. In an April 2019 letter to Commissioner Elad Roisman, who is overseeing proxy system reforms, the coalition outlines various recommendations to improve proxy advisor report accuracy and to increase transparency around conflicts of interest. The letter also urges the SEC to address the outsourcing of voting decisions by investment managers to the proxy firms.  (The coalition also wrote a separate letter to the SEC on proxy voting reforms.)

In February 2019, Nasdaq and 318 public companies signed a joint comment letter to express support for proxy system reforms. The letter urges the SEC to exercise greater oversight over proxy advisory firms and "require transparent processes and practices that allow ALL public companies, regardless of their market capitalization, to engage with proxy advisory firms on matters of mistakes, misstatements of fact and other significant disputes." The companies also call for raising the resubmission thresholds for shareholder proposals and repealing the SEC's OBO-NOBO rule to allow companies to communicate more easily with investors. This letter was submitted in response to the SEC's roundtable on proxy system reform in November 2018. In advance of that roundtable, NIRI submitted a comment letter that addressed both proxy advisors and proxy system reforms. The Business Roundtable, the National Association of Manufacturers, the U.S. Chamber of Commerce, the American Council for Capital Formation, and the Biotechnology Innovation Organization also wrote comment letters. 

NIRI encourages members, public companies, and NIRI chapters to submit their own letters to the SEC via this link:

For more information on these issues, please visit NIRI's Proxy Advisors and Proxy System Reforms page

Make Plans to Attend NIRI's 2019 Leadership Week 

NIRI invites all members to join us in Washington, D.C., on September 25-27 for NIRI's 2019 Leadership Week.  NIRI plans to host a legislative briefing and then take members to meet with House and Senate members and their staffers to share the views of IR professionals on key issues such as proxy advisors and improving equity ownership transparency (13F and 13D reform). NIRI also is organizing a meeting with senior SEC staffers, including representatives from the Corporation Finance, Investment Management, and Trading and Markets divisions. 

Please click here to read an IR Update magazine article that recaps NIRI's 2018 Leadership Week. To see photos from this event, please visit NIRI's Facebook page.  


Share Your Views on Quarterly Reporting

In December, the U.S. Securities and Exchange Commission issued a request for public comment on quarterly reporting requirements, earnings releases, and earnings guidance practices. This request for comment stems in part from President Trump's request (via Twitter) in August that the SEC study whether to allow companies to opt out of quarterly reporting and report financial results every six months. The SEC has asked for comments to be submitted within 90 days. NIRI plans to submit a comment letter to the Commission. If you have any points that you would like NIRI to consider including in this letter, please send your suggestions to Ted Allen at  


Ask Lawmakers to Improve Transparency Around Hedge Fund Activism

U.S. Senators Tammy Baldwin (D-Wisconsin) has introduced bi-partisan legislation to modernize the 13(d) disclosure rules that apply to activist hedge funds that obtain more than a 5 percent stake in a public company. Under current 13(d) rules, which have not been substantially updated in more than 40 years, activist funds don't have to disclose their stakes and intentions until 10 days until after they cross the 5 percent threshold, which allows these funds and their allies to continue to accumulate shares in secret. This legislation would reduce this reporting period to four days and broaden 13(d) disclosure to include derivatives, short positions, and other instruments. In an August 2018 NIRI survey, 95 percent of respondents agreed that the 13(d) rules need to be updated.

NIRI encourages all members and NIRI chapters to contact their home state senators and express support for this bill. Here is a link to a July 2018 NIRI statement that urges the Senate to support the Brokaw Act. The NIRI Houston chapter has submitted letters in support of S. 1744 to Senators Ted Cruz and John Cornyn. A letter template for public companies that wish to write in support of S. 1744 can be found here. A list of suggested talking points on 13(d) can be found here. For a listing of U.S. senators and their office addresses, please visit this link

Ask the SEC to Take Action to Improve Short-Selling Disclosure

NIRI and the NYSE Group have filed a rulemaking petition that asks the SEC to require 13(f) institutions to publicly report their short positions. Nasdaq has submitted a similar rulemaking petition, which has been endorsed by the Biotechnology Innovation Organization, a trade association that represents biotech companies. In an August 2018 NIRI survey, 94 percent of IR practitioner respondents said they agree that the SEC should adopt new rules to improve short-position disclosure. 

In its two most recent reports, the SEC’s Government Business Forum on Small Business Capital Formation urged the Commission adopt a short disclosure mandate; this recommendation was a top priority for smaller reporting companies. In April 2018, a coalition of eight business organizations, including the U.S. Chamber of Commerce, Sifma, and TechNet, voiced concern about the impact of “short and distort” campaigns on newly public companies and said the SEC needs to ensure “there is sufficient public information about potential market manipulation.”   

NIRI encourages members to ask their companies (or clients) to write comment letters to the SEC that support this much-needed reform to improve equity ownership transparency. A briefing paper, comment letter templates, and links to letters from public companies can be found on NIRI's Short Selling page. More than 15 companies have submitted letters so far.  In addition, the NIRI Capital Area chapter has submitted a letter in August 2018 on behalf of its members who include IR officers at 20 public companies. The NIRI DFW chapter also has submitted a letter of behalf of its members, who include IR officers at 14 companies.


Ask the SEC to Modernize Long-Position Reporting

NIRI, the NYSE, and the Society for Corporate Governance have asked the SEC to modernize the outdated 13(f) rules that govern long-position reporting. The current rules, which have not been updated since 1979, require institutions to report their long positions 45 days after the end of each quarter. NIRI and the NYSE have called for a monthly reporting regime with a 15-day filing period that would generate more timely information about institutional holdings while accommodating investment managers' concerns about protecting their trading strategies. In an August 2018 NIRI survey, 97 percent of respondents agreed that the 13(f) reporting period should be shortened, while 87 percent expressed support for monthly reporting.      


Urge the SEC to Modernize the Shareholder Proposal Rules
NIRI, the U.S. Chamber of Commerce, the National Association of Corporate Directors, and 10 other associations have asked the SEC to modernize the resubmission rules for shareholder resolutions. In a July 2017 letter, the groups point out that "the shareholder proposal rules under Rule 14a-8 have devolved into a vehicle that a micro-minority of special interests uses to advance their own parochial agendas at the expense of investors as a whole." The letter urges the SEC to act on a 2014 Chamber rulemaking petition that seeks an increase in the resubmission thresholds to curb the fringe-issue resolutions that appear on corporate proxy ballots each year.

Read IR Update Weekly and IR Update to Follow New Developments
NIRI's IR Update Weekly newsletter includes a "Regulatory Update" section with summaries and links to new SEC rules and guidance, as well as news about legislative developments in Congress. IR Update has a new "Spotlight on Advocacy" section where you can find articles on regulatory trends that impact IR professionals.   


Reach Out to Your Chapter Advocacy Ambassador
If you are interested in learning more about NIRI's advocacy priorities, please contact your chapter's advocacy ambassador, and/or Ted Allen, NIRI's vice president for communications and member engagement, at If your chapter doesn't yet have an advocacy ambassador and you would like to take on that role, please contact the president of your chapter. Here is an updated fact sheet on the advocacy ambassador position


Regulatory News


SEC Panel Calls for Human Capital Management Disclosure Rule

On March 28, the Securities and Exchange Commission's Investor Advisory Committee voted 14-6 in favor of a recommendation that the SEC adopt a human capital management disclosure rule. A coalition of 25 institutional investors with more than $2.8 trillion in assets under management has petitioned the SEC to adopt rules requiring “issuers to disclose information about their human capital management policies, practices, and performance.” For more on this topic, please see this Cooley LLP @PubCo blog post.

SEC Chair Pledges to Act on Proxy Advisors, Proxy Reforms in 2019
In a speech in December 2018, SEC Chair Jay Clayton said his agency would act in 2019 to address proxy advisory firms and the proxy voting system. "For proxy advisory firms, I believe there is growing agreement that some changes are warranted," Clayton said. "For example, there should be greater clarity regarding the division of labor, responsibility and authority between proxy advisors and the investment advisers they serve. We also need clarity regarding the analytical and decision-making processes advisers employ, including the extent to which those analytics are company- or industry-specific." Clayton also said the SEC should ensure "that investors have effective access to issuer responses to information in certain reports from proxy advisory firms," which suggests that he may be open to mandating a draft review process. Clayton made similar remarks during testimony to the Senate Banking Committee.

Clayton also indicated that the SEC staff would take a look at the agency's rules for shareholder proposals. NIRI, the U.S. Chamber of Commerce, and other business organizations have urged the SEC to increase the resubmission thresholds to reduce the number of fringe-issue shareholder resolutions that appear on corporate proxy statements year after year.

In addition, the Senate Banking Committee held a December 2018 hearing on proxy advisors, the proxy system, and shareholder proposals. Tom Quaadman, an executive vice president with the U.S. Chamber, and former SEC Commissioner Daniel Gallagher testified about the need for legislative reform. 

SEC Holds Roundtable on Proxy Reforms

In November 2018, the SEC held a roundtable on proxy advisors, proxy voting, and shareholder proposals. NIRI has submitted a comment letter with suggestions on how to improve the quality of proxy advisor reports and ensure that all issuers, regardless of their market cap, are treated fairly. NIRI is urging the SEC to require proxy advisors to allow public companies to review draft reports for factual accuracy before investors start voting. NIRI also encourages members to review the comment letters written by the Business Roundtable, the National Association of Manufacturers, the U.S. Chamber of Commerce, the American Council for Capital Formation, and the Biotechnology Innovation Organization. In addition, BlackRock has submitted a letter that expresses support for a draft review process.

U.S. House Approves Bipartisan Package of Capital Markets Bills

In July 2018, the U.S. House of Representatives voted 406-4 to approve the “JOBS and Investor Confidence Act of 2018,” a legislative package of 32 capital markets bills that address initial public offerings, 10-Q filings, equity research, and other regulatory issues. For more details, please see this NIRI Executive Alert.


U.S. Senate Considers Proxy Advisors, 13D Reform

In June 2018, the U.S. Senate Banking Committee held a hearing to consider a variety of corporate governance issues, including proxy advisors and 13D modernization. NIRI has submitted a statement that urges the Senate to support  H.R. 4015, a U.S. House-passed bill that would direct the Securities and Exchange Commission to regulate proxy advisory firms. NIRI also supports the Brokaw Act (S. 1744), which would shorten the 13D reporting period for hedge funds and other activists who obtain significant stakes in public companies. The bill would also expand the definition of beneficial ownership under 13D to include derivatives and short positions. 

Darla Stuckey, President and CEO of the Society for Corporate Governance, and Tom Quaadman, executive vice president of the U.S. Chamber's Center for Capital Markets Competitiveness, also testified in favor of H.R. 4015, Stuckey also testified in favor of the Brokaw Act. Two other witnesses, Damon Silvers, policy director at the AFL-CIO, and Harvard Law Professor John C. Coates, also voiced support for modernizing the 13D rules. 

NIRI supports both H.R. 4015 and S. 1744 and encourages IR professionals and public companies to contact their home state senators and express support for these bipartisan bills.


Business Coalition Calls for Proxy Reform, Short-Selling Disclosure
In April 2018, the U.S. Chamber of Commerce released a report, "Expanding the On-Ramp: Recommendations to Help More Companies Go and Stay Public," that includes various recommendations to foster more IPOs and to reduce the burdens on existing public companies. NIRI was part of a broad coalition of business groups that contributed policy suggestions that made it into the final report. 

Notably, the 36-page report includes recommendations for proxy advisor reform (p. 17) and a short-selling disclosure rule (pp. 22-23), which are two of NIRI's major advocacy priorities. The report has several recommendations (pp. 13-15) to promote more sell-side research on smaller companies. On page 18, the report also includes a request for the Securities and Exchange Commission to increase the resubmission thresholds for shareholder proposals, which would reduce the number of special-interest proposals on proxy ballots. 

SEC Grants Reprieve to Brokers Over MiFID II Research Rules
In October 2017, the SEC issued a trio of no-action letters that will provide a 30-month delay in the implementation of the European Union's MiFID II's research rules by U.S.-based sell-side firms. This regulatory relief, which was requested by groups representing sell-side firms and mutual funds, should help U.S. companies and their IR teams by reducing the likelihood that sell-side firms would abruptly cut back their analyst coverage of small and mid-cap issuers. "Today's no-action relief was designed with input from a range of market participants to reduce confusion and operational difficulties that might arise in the transition to MiFID II's research provisions," SEC Chairman Jay Clayton said in a press release. "These steps should preserve investor access to research in the near term, during which the Commission can assess the need for any further action." NIRI has submitted a comment letter that thanks the SEC for this relief and encourages the Commission to work with industry participants to develop recommendations to promote equity research coverage of small- and mid-cap issuers.  

NIRI Asks the SEC to Review Automated Proxy Voting

In an August 2017 comment letter, NIRI expressed concern over the automated proxy voting systems used by Institutional Shareholder Services and Glass Lewis & Co. and asked the SEC to investigate whether those systems are consistent with agency guidance. 

In November 2018, the American Council for Capital Formation (ACCF) published a report that documents the widespread prevalence of "robo-voting" by investment managers through automated voting platforms managed by proxy advisory firms. This report found that a significant number of Institutional Shareholder Services (ISS) clients vote in line with ISS recommendations soon after ISS reports are published. According to ACCF, there are 82 asset managers, with more than $1.3 trillion in assets under management, who vote with ISS more than 99 percent of the time.


Lawmakers Hear Testimony on the Burdens Faced by Public Companies
In July 2017, the House Subcommittee on Capital Markets held a hearing on “The Cost of Being a Public Company in Light of Sarbanes-Oxley and the Federalization of Corporate Governance.” The panelists, which included representatives from the NYSE and the U.S. Chamber of Commerce, provided recommendations on how to ease some of the costly disclosure burdens faced by companies. A representative from the Biotechnology Innovation Organization testified about the need for greater transparency around short positions.   


SEC Chair Clayton Outlines Regulatory Priorities 
In July 2017, SEC Chair Jay Clayton gave a speech outlining his regulatory priorities. He voiced concern about the 50 percent decline in the number of listed companies over the past 20 years and said the agency should assess the cumulative impact of its disclosure rules. "[S]tudies show the median word-count for SEC filings has more than doubled, yet readability of those documents is at an all-time low," Clayton noted.

Nasdaq Outlines Regulatory Reform Plan 
Nasdaq has published a blueprint for market reform that includes a number of recommendations that are consistent with NIRI's views. Here is a link to an IR Update Q&A with Nasdaq CEO Adena Friedman on the exchange's Project Revitalize recommendations.  

U.S. House Panel Holds Hearing on Market Structure
In June 2017, the House Subcommittee on Capital Markets held a hearing on “U.S. Equity Market Structure: A Review of the Evolution of Today’s Equity Market Structure and How We Got Here.” More information on this hearing, including links to written testimony from representatives from the New York Stock Exchange, Nasdaq, and IEX, can be found at this link. Tim Quast, president of ModernIR, also submitted written testimony and recommendations for reform. His requests include amending Section 13(f) to require institutional investment managers to report long and short positions every month. He also calls for the SEC to appoint an Issuer Advisory Committee that would include representatives from public companies "so they may have a voice and oversight in the market for their shares."