October 20, 2010

The SEC’s Proxy Plumbing Project: Comments Due Today

Comments are due today on the SEC’s concept release regarding reform of the proxy processing system, although I’m sure the SEC will look at your comment letter if it’s only a few days late. Out of the 90 or so comment letters submitted so far, here already have been a number of interesting letters submitted, including these:

Council of Institutional Investors

Broadridge (and here is a second letter from them)


Carl Hagberg

Chamber of Commerce


Johnson & Johnson

Glass Lewis

Nell Minow

There often is a short lag between when comment letters are submitted and when they are posted on the SEC’s site – so I’m sure we will see many more posted in the days to come…

One topic that is being commented upon is whether the cost and burden of tagging proxy statement disclosures in XBRL outweigh the potential benefits. Personally, I don’t see tagging of that type of data being too useful – and I worry that it only feeds the reliance on peer group surveys when setting executive and director compensation (eg. use of datapoints from compensation tables without taking into account the nuances of the circumstances).

White Paper: Transfer Agents Target Broadridge

To provide input for the SEC’s proxy plumbing project, the Securities Transfer Association (known as the “STA”) released a White Paper last week on the differences in issuer costs between the current model and a proposed one in which proxy distribution services would be subject to more market competition. The White Paper compares actual invoices and the average pricing used by transfer agents in handling proxy processing services – and found that the average cost savings for different types of issuers ranged substantially (from 20-70%) under their proposed model.

Poll: Reason for Not Submitted a Proxy Plumbing Comment Letter

Given how busy folks are – and how many Dodd-Frank proposals we will need to comment upon – I can understand why only 90 comment letters have been submitted so far on the SEC’s proxy plumbing concept release. Here is an anonymous poll to survey why you haven’t submitted a letter:

Online Surveys & Market Research

– Broc Romanek