Investor Advisory Committee Meeting Agenda

Panel Discussion: Regulatory Changes in Corporate Governance

In 2025, the Securities and Exchange Commission (SEC) introduced significant changes to the evolving corporate governance landscape. These changes impact how shareholders engage and interact with issuers and how boards respond to shareholder concerns. Key areas of change include amendments to the shareholder proposal process (Rule 14a 8), the use of mandatory arbitration clauses, investor corporate engagement, and modifications to the proxy voting system. This panel will explore this evolving corporate governance landscape and is comprised of experts with various perspectives on the corporate governance eco-system.

Moderated by:

• James Andrus, Former Vice President of Public Policy and former Head of Global Sustainability Strategy Team at Franklin Templeton, Chair of U.S. Securities and Exchange Commission’s Investor as Purchaser Subcommittee of the Investor Advisory Committee

Panelists:

• Elizabeth Bieber, Partner and head of shareholder engagement and activism defense at Freshfields in New York
• John Coates, Professor of Law and Economics and Deputy Dean at Harvard Law School; former General Counsel and Acting Director for the Division of Corporation Finance for the SEC
• Brad Goldberg, Partner and Co-Head of Cooley’s corporate governance and securities regulation practice
• James McRitchie, Publisher of CorpGov.net and shareholder advocate
• Nell Minow, Vice Chair of ValueEdge Advisors; former Co-founder and Director of GMI Ratings and former Editor and Co-founder of its predecessor firm, The Corporate Library; former President of Institutional Shareholder Services, Inc. (ISS); former Principal of LENS  
• Séverine Neervoort, Global Policy Director, International Corporate Governance Network (ICGN), independent director of Banca Popolare di Sondrio (Italy), and former Lead ESG Policy Advisor, Norges Bank Investment Management

Panel Discussion: Tokenization of Equities: How Issuance, Trading, and Settlement Would Work with Existing Regulation

Tokenization is the issuance of a token representing ownership of an asset on a blockchain. This panel will explore the potential ways tokenization can improve how public equities are currently issued, traded, and settled while addressing how existing investor protections and securities laws apply. The discussion follows a significant increase in the issuance of tokenized securities.

Different forms of tokenized equities may carry different ownership rights related to voting and receipt of dividends – panelists will share their views on the issuance and trading of natively-issued securities and wrappers. The panelists will also examine the applicability of Regulation NMS to tokenized equities, the interoperability of tokens issued across different blockchains and other key market structure issues, including settlement and short selling.

Moderated by:

• Andrew Park, Director of Federal Affairs, New York State Insurance Fund, Chair of U.S. Securities and Exchange Commission’s Market Structure Subcommittee of the Investor Advisory Committee
• John Gulliver, Executive Director, Committee on Capital Markets Regulations and Program on International Financial Systems and member of the Market Structure Subcommittee of the IAC

Panelists:

• Scott Bauguess, Vice President, Global Regulatory Policy, Coinbase and former SEC Deputy Director, Division of Economic and Risk Analysis
• Samara Cohen, Senior Managing Director and Global Head of Market Development, BlackRock
• Coy Garrison, Senior Director and Deputy General Counsel, Crypto, Robinhood
• Chuck Mack, Senior Vice President, Head of Strategic Operations and Public Policy, NASDAQ
• Jonah Platt, Managing Director, US Head of Government & Regulatory Policy, Citadel Securities
• Alex Thorn, Head of Firmwide Research, Galaxy Digital Holdings - Opening Statement