U.S. Securities and Exchange Commission chair Paul Atkins sets Investor Advisory Committee selection timetable and warns on proxy voting fiduciary duties

In remarks opening the Investor Advisory Committee’s second meeting of 2025, U.S. Securities and Exchange Commission Chair Paul S. Atkins outlined the committee’s agenda on proxy voting, non-GAAP financial measures, and arbitration clauses, and set expectations for adviser conduct. He also provided an update on filling committee vacancies, with nearly 200 submissions under review and an aim to have new members in place for the next quarterly meeting in September. On proxy voting, Atkins highlighted the importance of the proxy process for funds, trends in pass-through voting, and the role of proxy advisers and shareholder activism, underscoring that investment advisers and pension-fund managers breach fiduciary duties if they prioritize their own objectives over clients’ interests when voting proxies. He referenced the Division of Corporation Finance’s issuance of Staff Legal Bulletin No. 14M on shareholder proposals and its rescission of Staff Legal Bulletin No. 14L, which he characterized as a significant departure from prior administration of the shareholder proposal rule. For non-GAAP measures, he stressed that they should be transparent, clearly reconciled to the most directly comparable GAAP measure, used consistently over time, and accompanied by context to avoid misleading investors. For committee membership, SEC staff is reviewing submissions and preparing recommendations to the Commissioners on which candidates to interview, with final selections targeted in time for the September meeting.