Key takeaways:

• On June 30, 2014, the SEC issued SLB No. 20 which contains 13 Q&As providing guidance on (i) investment advisers’ responsibilities in voting client proxies and retaining proxy advisory firms and (ii) the availability and disclosure requirements of the exemptions to the federal proxy rules that are relied upon by proxy advisory firms.
• The guidance, which responds in part to concerns addressed at the SEC’s 2013 proxy advisory roundtable, provides interpretative relief under the SEC’s existing rules rather than establishing more comprehensive reform to the regulation and disclosure obligations of proxy advisory firms.
• Investment advisers and proxy advisory firms should review their policies and procedures in light of the guidance and are expected to conform their systems and processes in accordance with SLB No. 20 in advance of the 2015 proxy season.