Latest Posts › Proxy Season

Share:

Key Considerations for the 2023 Annual Reporting and Proxy Season Part II: Proxy Statement

Part I of our two-part Annual Memo series identified important considerations when preparing Annual Reports on Form 10-K in 2023. Part II of this memo below, describes our key considerations for 2023 Annual Meeting Proxy...more

Ten Key Considerations for the 2023 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

Part I of our two-part series identifies our Public Company Advisory Group's 10 important considerations when preparing Annual Reports on Form 10-K in 2023, organized in two categories: 1. Six Housekeeping Considerations:...more

Proxy Advisory Firms Issue 2023 Voting Guidelines

Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

SEC Proposes Amendments to Narrow Certain Substantive Bases for Exclusion of Shareholder Proposals Under Rule 14a-8

On July 13, 2022, the Securities and Exchange Commission ("SEC") proposed amendments to Rule 14a-8 of the Securities Exchange Act of 1934, the shareholder proposal rule.1 The proposed amendments would revise three of the...more

Key Considerations for the 2022 Annual Reporting and Proxy Season

This memorandum outlines key considerations for U.S. public companies in preparation for the 2022 annual reporting and proxy season.   ▪️ Part I of this memo, which was published in January 2022, describes key...more

Key Considerations for the 2022 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

This is Part I of a two-part series outlining key considerations from White & Case's Public Company Advisory Group for US public companies during the 2022 annual reporting and proxy season. Part I of this memo describes...more

ISS and Glass Lewis Issue 2022 Updates: Top Six Key Policy Changes and Take-Aways

In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more

In Another Win for Shareholders, SEC Adopts New Rules for Universal Proxy Cards in Contested Director Elections

In a win for activist shareholders, on November 17, 2021, the SEC voted to adopt final rules requiring the use in contested director elections of domestic issuers of "universal proxy cards," or proxy cards naming all director...more

Key Considerations for the 2021 Annual Reporting and Proxy Season

This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2021 annual reporting and proxy season. Section I of this memo, which was...more

Key Considerations for the 2021 Annual Reporting and Proxy Season Part I: Form 10-K Considerations

This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season. Part I of this memo...more

ISS Announces 2021 Benchmark Policy Updates

On November 12, 2020, Institutional Shareholder Services ("ISS") announced its policy updates for the 2021 proxy season, effective for meetings on or after February 1, 2021. Key updates include the following...more

Glass Lewis Guidelines Update on Virtual-Only Meetings Due to COVID-19

On March 19, 2020, Glass Lewis announced that for the duration of the 2020 proxy season, it will "take into account the extenuating circumstance of the COVID-19 pandemic when applying [its] policy on virtual-only shareholder...more

Corp Fin Staff Issues Helpful Proxy Guidance Amid COVID-19 Concerns

March 14, 2020, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (“SEC” or the “Commission”) provided helpful guidance to issuers, shareholders and other market...more

BlackRock Calls for Enhanced Sustainability Disclosure and Accountability for Directors

In a significant development for ESG and corporate governance, BlackRock is now calling on the public companies it invests in to publish disclosures in line with the Sustainability Accounting Standards Board (SASB) and the...more

Key Considerations for the 2020 Annual Reporting and Proxy Season

This memorandum outlines key considerations from White & Case's Public Company Advisory Practice for US public companies in preparation for the 2020 annual reporting and proxy season. Section I of this memo describes our...more

ISS Issues Proxy Voting Guidelines for the 2020 Proxy Season

On November 11, 2019, Institutional Shareholder Services, Inc. (“ISS”) published its proxy voting guidelines updates (the “2020 Updates”) for the 2020 proxy season, effective for meetings on or after February 1, 2020. The...more

New Staff Legal Bulletin No. 14K – More Clarity From Corp Fin Staff on Core Rule 14a-8 Bases for Exclusion of Shareholder...

On October 16, 2019, the Securities and Exchange Commission’s (“SEC”) Division of Corporation Finance (“Corp Fin”) issued Staff Legal Bulletin No. 14K (“SLB 14K”) addressing shareholder proposals.  This guidance follows Corp...more

SEC Issues Guidance on Proxy Advisory Firms

On August 21, 2019, the Securities and Exchange Commission (“SEC”), in response to increasing concerns that proxy advisory firms hold excessive sway over voting results, issued guidance (the “2019 Advisor Guidance”)  that...more

Shareholder Proposals – How the SEC’s Recently Announced New Policy May Impact the Rule 14a-8 No-Action Process

On September 6, 2019, the staff (the “Staff”) of the Division of Corporation Finance (“Corp Fin”) of the Securities and Exchange Commission (“SEC”) announced1  two significant changes to the Rule 14a-8 no-action process...more

As the 2019 Proxy Season Approaches, Corp Fin Issues C&DI Addressing Board Diversity Disclosures

On February 6, 2019, the Securities and Exchange Commission's Division of Corporation Finance ("Corp Fin") posted two identical Compliance & Disclosure Interpretations ("C&DIs") relating to diversity disclosure under Items...more

Reminders for Foreign Private Issuers for the 2019 Annual Reporting Season

This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy...more

21 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide