TheCorporateCounsel.net

Back in February, Corp Fin issued updated CDIs on the filing of Schedules 13D and 13G that threatened Schedule 13G eligibility for investors “influencing” through director votes, which prompted a suspension of engagement activities by BlackRock and Vanguard. Meredith noted on the Proxy Season Blog that BlackRock resumed its engagement activities back on February 24, while Vanguard only just resumed its engagement activities earlier this week.

As this Reuters article notes, Vanguard issued internal guidance to personnel to guide communications around on-going engagements:

The document seen by Reuters summarizes a message that Vanguard representatives are sharing with portfolio companies, aiming to underscore the passive design of its funds.

It states that considering the new SEC guidance, “and to ensure that companies understand that we invest and engage for investment purposes only, we are taking some steps to further clarify communications regarding our engagements with portfolio companies.”

Among other things, Vanguard will make proactive statements at the start of each meeting about the funds’ passivity, the document states.

As I noted earlier this week, State Street Global Advisors prefaces its Proxy Voting and Engagement Policy with the statement: “When engaging with and voting proxies with respect to the portfolio companies in which we invest our clients’ assets, we do so on behalf of and in the best interests of the client accounts we manage and do not seek to change or influence control of any such portfolio companies.”

– Dave Lynn