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Ken Bertsch and Jeff Mahoney: Comment letter on SEC Staff Roundtable on the Proxy Process

The full version of this letter can be found on A brief summary is below.

Dear Mr. Secretary:

I am writing in response to the Securities and Exchange Commission’s (SEC or Commission) solicitation of comments on the proxy process and related SEC rules in connection with the announced staff roundtable on November 15, 2018 (Roundtable).

The Council of Institutional Investors (CII) is a nonprofit, nonpartisan association of public, corporate and union employee benefit funds, other employee benefit plans, state and local entities charged with investing public assets, and foundations and endowments with combined assets under management exceeding $4 trillion. Our member funds include major long-term shareowners with a duty to protect the retirement savings of millions of workers and their families. Our associate members include a range of asset managers with more than $25 trillion in assets under management.

We appreciate the opportunity to provide our views in response to the Commission’s solicitation of comment on various aspects of the proxy process and rules. We thank you for your invitation to our Executive Director to participate at the Roundtable.

We generally support the Commission’s review of this complex system and believe that it is particularly timely given changes in technology that have occurred in recent years. We offer the following views in response to the three areas of focus identified in the Roundtable press release: proxy voting mechanics, shareholder proposals and proxy advisory services.


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