NAM: Manufacturers to Sue SEC on Proxy Advisory Firm Rule

(NAM) — WASHINGTON, D.C. – Following the Securities and Exchange Commission’s announcement that it is rescinding critical reforms designed to protect publicly traded manufacturers and their investors from unregulated and unaccountable “proxy advisory firms,” National Association of Manufacturers President and CEO Jay Timmons released the following statement:

“The SEC has offered no justification for abandoning a decade’s worth of bipartisan, consensus-driven policymaking. This move will undoubtedly harm the competitiveness of publicly traded manufacturers, and it will hurt Main Street investors. The SEC’s decision to change course without allowing the 2020 rule to take effect and be fairly evaluated epitomizes ‘arbitrary and capricious’ rulemaking. The NAM will be filing suit in the coming weeks to preserve the 2020 rule’s commonsense reforms and protect manufacturers from proxy advisory firms’ outsized influence.”

Background:

The NAM has long called for increased oversight of proxy advisory firms. In July 2020, the SEC issued final regulations to enhance transparency and accountability for proxy firms, a move Timmons called a “long-sought, major win for the industry and millions of manufacturing workers.” In October 2020, the NAM filed a motion to intervene in ISS v. SEC (ISS’s attempt to overturn the rule) in support of these reforms.

In June 2021, the SEC announced that it was suspending enforcement of the 2020 rule; the NAM voiced concern about the agency’s “efforts to bypass the required notice-and-comment process to keep this lawfully issued rule on ice indefinitely.” The NAM filed suit against the SEC in October 2021 challenging this unlawful suspension. Oral arguments in NAM v. SEC took place in May 2022.

In November 2021, the SEC proposed to rescind critical portions of the 2020 rule, a move the NAM called “deeply troubling.” The NAM filed comment opposing the recission proposal in December 2021.