The U.S. Securities and Exchange Commission has released an updated Dodd-Frank Act rulemaking schedule that indicates that the commission may not finalize proxy vote disclosure rules for Form 13F institutions until June.
The SEC, which issued draft rules in October 2010, had scheduled a vote on the final rules in late July 2011 before pulling the rules off the agenda the day before the meeting. As of last week, the 13F rules had been on a list of rulemaking items that the SEC planned to address in December. The commission now indicates that it plans to adopt final proxy vote disclosure rules between January and June.
The rules, which are mandated by Section 951 of the Dodd-Frank Act, would require 13F filers to annually disclose in Form N-PX filings how they cast their ballots on say-on-pay advisory votes, as well as the separate shareholder votes on "golden parachute" arrangements and the frequency of future say-on-pay votes. An institution is subject to Form 13F filing requirements if it has investment discretion over more than $100 million in qualifying securities. Mutual funds already are required to disclose their proxy votes on all agenda items.
Unlike other Dodd-Frank provisions, the 13F rules do not appear to be especially controversial and have generated less than 30 comments. Many of the comments have dealt with issues, such as: which investment manager should report votes when multiple institutions have shared voting authority; whether investment managers should have to disclose the number of shares they have voting authority over and the number of shares actually voted; and whether there should be a de minimis ownership exception where disclosure would not be required.
Among the other Dodd-Frank governance provisions that the SEC said it plans to address by June:
- Adopt listing standards regarding compensation committee independence and factors affecting compensation adviser independence and adopt disclosure rules regarding compensation consultant conflicts.
- Propose rules regarding the disclosure of CEO-employee pay ratios, pay-for-performance, and hedging by employees and directors.
- Propose rules regarding the recovery (“claw backs”) of executive compensation after fraud or restatements.
- Adopt final rules to require companies to disclose their use of “conflict minerals.”
Adopt final rules regarding the disclosure by resource extraction payments by issuers.