<p><span>In September 2019, the Commission issued an interpretation and guidance addressing the application of the proxy rules to proxy voting advice businesses. <i>Commission Interpretation and Guidance Regarding the Applicability of the Proxy Rules to Proxy Voting Advice</i>, 84 Fed. Reg. 47,416 (Sept. 10, 2019) (“2019 Interpretation and Guidance”). On July 22, 2020, the Commission adopted amendments to Rules 14a-1(l), 14a-2(b), and 14a-9. <i>See Exemptions from the Proxy Rules for Proxy Voting Advice</i>, 85 Fed. Reg. 55,082 (Sept. 3, 2020) (“2020 Rule Amendments”). Those amendments codified the Commission’s view that proxy voting advice generally constitutes a “solicitation” as defined in Rule 14a-1(l), adopted Rule 14a-2(b)(9) to add new conditions to two exemptions from the proxy rules’ information and filing requirements that proxy voting advice businesses often use, and amended the Note to Rule 14a-9 to include specific examples of material misstatements or omissions related to proxy voting advice. The rule amendments became effective on November 2, 2020. The Commission stated that proxy voting advice businesses subject to the final rules would not be required to comply with the new conditions in amended Rule 14a-2(b)(9) until December 1, 2021.</span></p>
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