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SEC Chair Clayton Offers Remarks at Proxy Roundtable

My fellow Commissioners and I have agreed to keep our remarks brief so we can move forward promptly with this important program. I am going to highlight four items.

First, thank you to Bill, Michele Anderson and staff from the Divisions of Corporation Finance and Investment Management. You are doing what we should do – getting important issues in our markets on the table in a transparent and fair manner.[1] I also want to thank the panelists who graciously have given up time out of their busy schedules to be here today.

Second, please remember that our capital market system – a system that is built on a combination of state corporate law and federal securities regulation – is one of America’s greatest strengths and its contributions flow far beyond our borders. This is a ubiquitous and unquestionable fact; perhaps that is why we sometimes fail to remember it.[2]

Third, that system has, in large part, effectively addressed the principal-agent problems that are inherent in pooling capital. Moreover, we have done so in a way that fosters broad investor participation and nimble flows of capital and labor, relying on the bedrock principles of transparency, materiality, clarity of law, and efficient decision making.[3] It is these important principal-agent and participation issues that we are discussing today. The question on the table is: can we improve that system?

Fourth, a related question, who are we improving it for? I believe the answer is our long-term Main Street investors. I hope you will approach these important issues them in mind – those who have put or are putting $50, $100, $200 a month away for years and years. I look forward to a productive discussion. Thank you.


[1] See Chairman Jay Clayton, Statement Announcing SEC Staff Roundtable on the Proxy Process (July 30, 2018), at

[2] More than half of the largest public companies (54 of the top 100) are U.S. companies. See PwC, Global Top 100 companies by market capitalization (March 31, 2018), at

[3] See Chairman Jay Clayton, Opening Remarks at SEC-NYU Dialogue on Securities Markets #4: Shareholder Engagement (Jan 19, 2018), at

These remarks were delivered by Jay Clayton, chairman of the U.S. Securities and Exchange Commission, on November 15, 2018, at the 2018 SEC Staff Roundtable on the Proxy Process.