Investor Advisory Committee Meeting Agenda

Panel Discussion: Public Company Disclosure Reform

This panel will examine whether there are opportunities to reduce unnecessary disclosure burdens on public companies without compromising investor protection and capital formation.

The disclosure requirements for public companies have increased dramatically in recent decades at a significant cost to public companies. The Commission is exploring ways to reduce these regulatory requirements, including shifting from quarterly reporting to semi-annual reporting and reforming Regulation S-K which sets the standards for non-financial disclosures in public company filings. The panel will bring together academics, institutional investors with active management strategies and legal counsel advising public companies on their disclosure obligations to provide insight into potential reforms that could be made to the public disclosure framework

Moderated by:

• John Gulliver, Executive Director, Committee on Capital Markets Regulations and Program on International Financial Systems
• Craig Knocke, Chief Investment Officer, Turtle Creek Trust

Panelists:

• Stephen Berger, Managing Director, Global Head of Government & Regulatory Policy, Citadel
• Neil Constable, Head of Quantitative Research & Investments, Fidelity
• Bob Downes, Partner, Sullivan & Cromwell LLP
• Rick Werner, Haynes and Boone, LLP
• Joel Seligman, Dean Emeritus and Professor at the Washington University 

Panel Discussion: Fund Proxy Voting — Challenges, Costs, and Pathways to Modernization 

Funds across the industry face persistent challenges in obtaining quorum for fund shareholder meetings. As retail participation patterns evolve and intermediated account structures complicate outreach, achieving this threshold has become increasingly difficult and costly.

This panel will explore the current proxy voting framework for funds, the operational and behavioral factors that influence shareholder participation, and the cost drivers associated with today’s solicitation practices. Panelists will also discuss potential avenues for modernization within the context of existing regulatory protections. Finally, panelists will discuss fund proxy reform in the context of other efforts to provide effective ways of involving retail investors in proxy voting – including at the issuer level and with respect to investor choice in a fund’s stewardship of issuer proxies.

Moderated by:

• C. Rodney Comegys, CIO VCM, Head of Global Equity, Vanguard
• Paul F. Roye, Former Senior Vice President, Capital Research and Management Company

Panelists:

• Robert Robertson, Partner, Dechert
• Adam Henkel, Assistant General Counsel, US Product Strategy & Governance, Invesco
• Teresa M. Nilsen President, Chief Operating Officer, and Secretary, Hennessy Advisors, Inc.
• Paul G. Cellupica - General Counsel, ICI
  Written Statement
  Presentation
  Confronting the Growing Burden of Fund Proxy Campaigns: Analysis of Recent Fund Campaigns and Policy Solutions
• Corey Frayer, Director of Investor Protection, Consumer Federation of America

Discussion of Recommendations Regarding the Tokenization of Equity Securities: Potential Benefits, Risks & Policy Issues

The Investor Advisory Committee will consider and vote on recommendations pertaining to defining tokenized equity securities, to the potential benefits and risks of tokenization, and to key policy issues that the SEC will need to address to protect investors with respect to the issuance, ownership and trading of tokenized equity securities.

Moderated by:

• Andrew Park, Director of Federal Affairs, New York State Insurance Fund
• John Gulliver, Executive Director, Committee on Capital Markets Regulations and Program on International Financial Systems