This Corporate Governance Update is intended to alert public companies of the June 2014 Securities and Exchange Commission (SEC) Staff Guidance, Proxy Voting: Proxy Voting Responsibilities of Investment Advisors and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms (SEC Staff Guidance) regarding responsibilities for the development and dispensation of proxy advice. Accordingly, this update describes several approaches that public companies may use to ensure that the concepts of the SEC Staff Guidance are implemented in the best interest of public company shareholders.