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2023 Proxy Season Preview

This year promises to be a dynamic annual meeting season both on and off the ballot.

The SEC has laid out an ambitious rulemaking agenda for the year, with 23 items in the proposal stage and 29 items poised for finalization, including the controversial climate change disclosure rule which is scheduled for release this month1. For issuers and investors, the sheer pace and scale of rulemakings could prove overwhelming in meeting comment period and compliance deadlines.

The environmental, social and governance (ESG) landscape is also shifting. Large asset managers have increasingly come under fire from GOP lawmakers and state attorneys general (AGs) for using client assets to advance ESG goals rather than focusing on maximizing financial returns2. This could dissuade them from taking more aggressive stances on environmental and social (E&S) proposals, which stood at 20% support last year for the Big Four (BlackRock, State Street Global Advisors (SSGA), the Vanguard Group and Fidelity Investments3). To deflect criticism, some are introducing or expanding client-directed voting options.

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Shirley Westcott is Senior Vice Presiden…

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