A divided SEC recently reversed portions of the final rules it adopted in 2020 pertaining to the activities of proxy advisory firms, eliminating some conditions to the availability of certain exemptions from proxy solicitation requirements. It also proposed amendments to the rules governing shareholder proposals that will likely make it harder for public companies to exclude those proposals from their proxy materials. In each case, SEC Chair Gary Gensler, along with Commissioners Caroline A. Crenshaw and Allison Herren Lee, supported the action, while Commissioners Hester M. Peirce and Mark T. Uyeda did not. This two-part series distills the substance of the latest rulemaking, the SEC’s rationale and the views of the dissenting Commissioners. This article analyzes the proxy voting guidance and rules introduced in 2019 and 2020, as well as the new rule issued in July 2022. See “Fireside Chat With SEC Chair Gensler: Reporting; Voting and Proxies; Individual Accountability; and Market Structure Issues (Part Two of Two)” (Dec. 2, 2021).