Rulemaking Petition for Real-Time Disclosure of Proxy Votes

Abstract

Corporations have facilitated the most dynamic economic growth in history. Addressing adverse externalities, like dark money and climate change, has been hampered by dispersed ownership. Mechanisms are needed to define common values and increase individual empowerment within corporate dominated economies. Ironically, recent concentration of corporate ownership by giant index funds presents an opportunity to increase corporate accountability, creating an economy that better serves our larger society by empowering people.

Real-time disclosure of corporate proxy votes will lead to competition among funds, based not only on historic costs and returns, but also on the values expressed in their proxy votes. Internet sites and phone applications will revolutionize how such information is shared, allowing much wider participation in the development of corporate strategies and practice around environmental, social and governance (ESG) issues.

In this draft rulemaking petition to the SEC, I address how some adverse externalities and other concerns can be addressed on a near-term basis through a combination of emerging technologies, real-time disclosure of proxy votes, and market forces. Given the tenuous legitimacy of shareholder primacy, I end by arguing participation in share ownership and corporate governance needs to dramatically increase if democracy by the people is to be sustained.

Keywords: SEC, Rulemaking Petition, Proxy Vote, Disclosure, N-PX, Mutual Funds, Proxy Voting Record

JEL Classification: G18, G23, G28, G34, K22