On September 29, 2021, the SEC announced proposed rule amendments that would require various investment funds to disclose the votes they cast as shareholders of the companies in which they invest. Of particular interest is a proposed requirement that would require institutional investment managers to disclose how they vote on “say on pay” resolutions.

In its press release regarding the proposal, the SEC emphasizes the importance of the proposed rules to investors, noting that the rules will “make it easier for investors to get crucial information about proxy votes from funds.” However, the proposed rules would also provide more transparency to the companies whose shares are voted, enabling them to target engagement efforts at funds that have not followed board voting recommendations on executive compensation and other matters, to modify their practices accordingly, and to take other actions.

The proposed rules are subject to a 60-day public comment period. Please direct any questions or observations to Gunster securities law and corporate governance practice leader Bob Lamm.


This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.

About Gunster

Gunster, Florida’s law firm for business, provides full-service legal counsel to leading organizations and individuals from its 11 offices statewide. Established in 1925, the firm has expanded, diversified and evolved, but always with a singular focus: Florida and its clients’ stake in it. A magnet for business-savvy attorneys who embrace collaboration for the greatest advantage of clients, Gunster’s growth has not been at the expense of personalized service but because of it. The firm serves clients from its offices in Boca Raton, Fort Lauderdale, Jacksonville, Miami, Orlando, Palm Beach, Stuart, Tallahassee, Tampa, Vero Beach, and its headquarters in West Palm Beach. With over 200 attorneys and 200 committed support staff, Gunster is ranked among the National Law Journal’s list of the 500 largest law firms and has been recognized as one of the Top 100 Diverse Law Firms by Law360. More information about its practice areas, offices and insider’s view newsletters is available at


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