Nasdaq and U.S. Chamber of Commerce Proxy Season Survey: Preliminary Results

Proxy Season July 2015

On June 25, Nasdaq and the U.S. Chamber of Commerce for Capital Markets Competitiveness hosted a conference call to review the initial results from a joint survey on the experience of public companies this proxy season. An archived replay of the call is available here.

The survey responses to date show good progress, including increased communication between companies and their shareholders. But plenty of work remains to be done, particularly with respect to proxy advisory firms. In this regard, the responses indicate that few companies believe the proxy advisory firms carefully researched and took into account all relevant aspects of the particular issue on which it provided advice. In addition, only 38% of companies believe that the input they provided to the proxy advisory firm had any impact on the final recommendation. Almost half of the companies that took steps to verify the nature of proxy advisory firm conflicts of interest reported finding significant conflicts.

All of this underscores the need for continued engagement in this area. To that end, we will report the survey results, without attribution, to the Securities and Exchange Commission, and urge the SEC to take further action beyond the guidance it issued in June 2014 on the responsibilities of proxy advisory firms. Nasdaq is committed to giving public companies a voice on this and other important issues, and we are doing all that we can to ensure that the public company model operates in the most effective and fair manner possible.

We also want to highlight again the White Paper released by the Chamber in January to help companies understand the SEC’s June 2014 guidance. The Chamber’s White Paper emphasized several key areas for public companies to consider, including communications with proxy advisory firms and managing their conflicts of interest. The white paper is available to read here.

Nasdaq is proud to work with public companies on this important issue. If you have any questions or comments, please feel free to send them to

Nelson Griggs
Nelson Griggs

The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.