Comment Letter on Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice

Dear Ms. Countryman:

I appreciate the opportunity to comment on the Commission’s proposed rulemaking, “Amendments to Exemptions from the Proxy Rules for Proxy Voting Advice” (File No. S7-2-19, Release No. 34-87457). I am a senior fellow with the Manhattan Institute for Policy Research, a non-profit, non-partisan think tank that develops and disseminates ideas that foster economic choice and individual responsibility. Since 2003, I have served as the Institute’s director of legal policy. In 2011, the Institute launched ProxyMonitor.org, a publicly available database cataloging shareholder proposals and shareholder advisory votes on executive compensation at America’s largest companies. Since that time, I have devoted significant time to researching the shareholder proposal process under the SEC’s Rule 14a-8, including analysis of how the proxy-advisory industry affects that process. I have testified on this subject matter before committees and subcommittees of the United States Senate and United States House of Representatives, in addition to authoring a number of reports, articles, and other writings on the subject.

I have submitted a more-exhaustive comment to File No. S7-23-19, summarizing my research on the shareholder-proposal process more broadly and commenting on Release No. 34-87458, Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8. I incorporate those comments here by reference, in addition to my earlier writings included here in an appendix.

James R. Copland is a senior fellow at the Manhattan Institute and director of Legal Policy. 

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