On July 14, 2010, the U.S. Securities and Exchange Commission published their Concept Release on the U.S. Proxy System (File No. S7-14-10) and invited industry participants to comment.

Broadridge offered our perspective on substantive issues in a series of responses, including shareholder communications and voting, process efficiency and voter participation.


End-to-End Vote Confirmation Announcement

The securities industry end to end vote confirmation steering committee has concluded that the projects and pilots in which it has been engaged have demonstrated the viability of vote confirmation.


Revised U.S. Beneficial Proxy Fees

The Securities and Exchange Commission (SEC) approved changes to NYSE and FINRA rules related to the processing of beneficial shareholder communications and proxy voting. The new rules outline the reimbursements broker dealers and custodian banks receive for the work they perform in connection with forwarding proxy communications to their client accounts. The new rules go into effect for all shareholder meetings with a record date on or after January 1, 2014.


Concept Release on the U.S. Proxy System (File No. S7-14-10) Executive Summary

We believe that the information contained in these letters demonstrates that the U.S. proxy system functions well and achieves the primary purposes of the proxy rules.


Comment on voting participation

A core principle of the U.S. proxy system involves the provision of opportunities for beneficial shareholders to receive proxy communications and vote by methods of their preference and choosing. Shareholders are afforded convenient means to express their preferences and they understand, and expect, that their preferences will be reflected in the processing of every beneficial proxy communication. Shareholders can express choices as to where their shares are held, whether materials are to be consolidated for householding purposes, receipt of information by electronic delivery, use of platforms for electronic voting, stipulations contained in managed accounts, receipt of full sets of proxy materials and, among others, their preference for privacy.


Comment on proxy process efficiency

We comment on the efficiency which participants in the U.S. proxy process realize as a result of Broadridge's™ technologies, services, and economies of scale. As a practical matter, the plumbing as a whole benefits from Broadridge's™ commitment to the investments in technology and service operations necessary to effectively support evolving proxy regulations, and to create levels of scale and integration that save issuers and other participants significant ongoing expense.


Comment on shareholder communications and proxy voting

The Concept Release notes that Investor and issuer interests may be undermined when perceived defects in the proxy system or uncertainties about whether there are any such defects are believed to impair its accuracy, transparency, and cost efficiency. We agree accuracy and transparency should be central considerations in any discussion regarding shareholder communications and proxy voting. This is particularly important in light of the complex requirements and, at times, different interests of the various participants in the proxy process, including shareholders, corporate issuers, brokers, banks, transfer agents, and regulators.


Broadridge Submission to the Securities and Exchange Commission Re: Proxy Distribution and Voting

Efficient and trusted Shareholder Communications and voting processes are a bedrock of effective corporate governance. These processes provide a means for shareholders to hold corporate directors and managers accountable for their stewardship of a company and their managerial performance.