Notice of Annual Meeting of FINRA Firms and Election Proxy

Summary

FINRA will conduct its Annual Meeting of firms on Wednesday, September 11, 2024, at 10:00 a.m. Eastern Time at FINRA’s Washington, DC, office located at 1700 K Street, NW, Washington, D.C. The purpose of the meeting is to elect one Small Firm Governor, one Mid-Size Firm Governor and one Large Firm Governor to the FINRA Board of Governors (FINRA Board or Board).¹

It is important that all eligible firms be represented by proxy or in person at the Annual Meeting. Firms are urged to submit a proxy using one of the methods described below. For a proxy to be considered valid, it must be signed by the executive representative of the firm eligible to vote in the election.

Small, mid-size and large firms that were members of FINRA as of the close of business on Friday, August 9, 2024 (the Annual Meeting record date), are eligible to vote.

Note: This Notice was mailed and sent electronically to the executive representative of each FINRA member firm eligible to vote in the election. It is also posted on FINRA’s website at www.finra.org/notices/election/08122024.

Questions regarding this Notice may be directed to:

• Marcia E. Asquith, Executive Vice President and Corporate Secretary; or
• Jennifer Piorko Mitchell, Vice President and Deputy Corporate Secretary, by email or (202) 728-8949.

Election of Governors

Election Notice 6/14/2024 previously announced the three upcoming vacancies on the FINRA Board, FINRA’s nominees and the process by which interested individuals could seek petitions in support of their nomination to be included on the proxy.²

Below is the list of candidates who were either nominated by the Nominating & Governance Committee (Nominating Committee) or submitted the requisite number of petitions and were certified by the Corporate Secretary as eligible candidates.

Large Firm Governor Candidate

FINRA Nominating Committee Nominee

• John Vaccaro
  Chairman and CEO, MML Investors Services, LLC
  Head of MassMutual Financial Advisors

Nominees by Petition

• None

Mid-Size Firm Governor Candidate

FINRA Nominating Committee Nominee

• James T. Crowley
  Chief Executive Officer, Pershing Advisor Solutions LLC
  Senior Executive Vice President, Global Head of BNY Pershing

Nominees by Petition

• None

Small Firm Governor Candidates

FINRA Nominating Committee Nominee

• None

Nominees by Petition

• Erin Baskett
  Chief Compliance Officer, Market Securities, LLC
   
• Jennifer Szaro
  Chief Compliance Officer, XML Securities, LLC

Attachment A contains the profile of the Large Firm Governor candidate, Attachment B contains the profile of the Mid-Size Firm Governor candidate and Attachment C contains the profiles of the Small Firm Governor candidates.

Term of Office

Governors are appointed or elected to serve three-year terms and may not serve more than two consecutive full terms.³ The elected candidates’ terms will begin immediately following the Annual Meeting.

For the Board to maintain compliance with the compositional requirements of the FINRA By-Laws, elected Board members have a continuing obligation to satisfy the firm-size classification throughout the entire term for which the governor is elected. The By-Laws expressly provide that a governor’s term on the Board shall terminate immediately upon a determination by a majority vote of the remaining governors, that the governor no longer satisfies the classification for which he or she was elected and the governor’s continued service would violate the mandated compositional requirements of the Board.

Voting Eligibility

FINRA firms are eligible to vote for the candidates in the same size category as their own firm. Therefore, small, mid-size and large firms registered with FINRA as of the close of business on Friday, August 9, 2024, will receive a proxy card listing the candidates running for the seat that is the same size category as their own firm. The proxy will be sent with a mailing that also includes this Notice.

Voting Methods

The executive representative⁴ of the member firm will be able to submit a proxy by any lawful means, including using any of the following methods:

• Telephone
• U.S. mail; or
• Internet.

Alternatively, firms may attend the Annual Meeting and vote in person. The proxy mailed to each eligible firm contains detailed instructions on the proxy submission procedures. Executive representatives will also receive emails from FINRA’s election agent with voting instructions.

For purposes of the election, for each open governor seat, a quorum must be met in each size category.⁵ Therefore, as mentioned above, it is important that all firms be represented at the Annual Meeting. Executive representatives may receive telephone or email reminders during the election period to ensure that FINRA receives sufficient proxies to satisfy the Annual Meeting quorum requirements, as well as broad participation in the election by all firms that are eligible to vote.

Revocation of Proxies

If you have given a revocable proxy pursuant to a proxy card distributed by FINRA, you may nonetheless revoke your proxy by attending the Annual Meeting and voting in person. In addition, you may revoke any such proxy you give at any time before the Annual Meeting by delivering to FINRA’s Corporate Secretary a written statement revoking it or by delivering another proxy at a later time. Your attendance at the Annual Meeting will not constitute a revocation of your proxy.

Voting Instructions

The named proxies shall vote as instructed by the FINRA firm. In the absence of a direction with respect to the election, any duly delivered proxy will not be counted in determining the outcome of the election, but will be counted in determining the presence of a quorum at the Annual Meeting. In their discretion, the named proxies will be authorized to vote upon all such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Endnotes