Institutional Shareholder Services, the Rockville-based company that recommends to institutional investors how they should vote in corporate elections, agreed to pay $300,000 to settle civil charges involving an employee who leaked private client data.
The Securities and Exchange Commission alleged that the employee, who no longer works at ISS, revealed to a “proxy solicitor” how more than 100 clients were voting. Information was leaked from about 2007 through early 2012 in exchange for pricey meals, an airline ticket and tickets to concerts and sporting events, the agency said.
Large institutional investors, such as mutual funds, typically hold shares in thousands of companies. Some of them rely heavily on firms like ISS to recommend how they should vote their shares on corporate ballots — on issues such as executive compensation and stock option plans. ISS also helps shareholders place votes.
In particularly high-stakes proposals, management and sometimes investors hire proxy solicitors to help them rally votes or gather intelligence on the likely outcome of a vote.
In the ISS case, the SEC alleged that the proxy solicitor purchased about $11,500 in tickets for sporting events and concerts for the ISS employee. From 2007 to 2011, another $20,000 was spent on meals for the employee, his family and other ISS employees.
The government did not disclose the identity of the employee or the proxy solicitor, only the nature of their relationship. The agency declined to comment on whether it was separately pursuing those individuals or other employees at ISS, which dominates the proxy adviser business.
The proxy solicitor in this case allegedly would e-mail the employee a list of ISS clients and particular ballot propositions and ask “how many & how voted.” The employee would reply, usually from his personal e-mail. He divulged information on “a number of significant proxy contests,” the SEC said. But the agency did not disclose specifics.
When the employee replied that he was swamped at work or did not share information promptly, the proxy solicitor would entice him by offering tickets to a game or telling him that he would try to take him to dinner, according to the SEC.
ISS did not admit wrongdoing and said it considers the matter closed. As part of the settlement, it has agreed to hire an independent consultant to review its procedures.
“From the beginning, ISS took swift action of its own and also fully cooperated with the SEC to investigate and promptly resolve this matter,” said Cheryl Gustitus, an ISS spokeswoman.
The SEC said it took into account the company’s prompt response, which included ethics training for its employees. The company, which has more than 1,700 clients and more than a dozen offices worldwide, also reduced employee access to the proprietary Web site that its clients use to help place their votes, the government said.
Still, the SEC went after ISS for its initial failure to “establish, maintain or enforce sufficient policies” to prevent the sharing of client information in exchange for gifts.
In its order, the SEC alleges that the proxy solicitor also purchased sporting event tickets for at least two other ISS employees, one of whom informed the proxy solicitor that two large shareholders had withheld their vote in a significant proxy contest.
“The internal controls at ISS did not adequately address the potential misuse of confidential proxy voting information by firm employees,” Julie M. Riewe, deputy chief of the SEC enforcement division’s asset management unit, said in a statement.