Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis (GL) have issued their policy updates for the upcoming 2023 proxy season. In general, ISS’s updates build incrementally on positions the firm has...more
12/7/2022
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Climate Change ,
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Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Executive Compensation ,
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Greenhouse Gas Emissions ,
Institutional Shareholder Services (ISS) ,
Proxy Season ,
Proxy Voting Guidelines ,
Publicly-Traded Companies
Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 -
A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more
5/20/2022
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Constitutional Challenges ,
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Diversity and Inclusion Standards (D&I) ,
Financial Conduct Authority (FCA) ,
Form 10-K ,
Gender Equity ,
Institutional Investors ,
Listing Rules ,
Nasdaq ,
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Securities and Exchange Commission (SEC) ,
State Constitutions ,
UK ,
Woman Board Members
The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more
12/15/2021
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Executive Compensation ,
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Institutional Shareholder Services (ISS) ,
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Shareholder Meetings
The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more
11/24/2021
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Bylaws ,
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Final Rules ,
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Securities and Exchange Commission (SEC) ,
Shareholder Meetings ,
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Universal Proxy Cards
On August 19, 2021, the New York Stock Exchange amended its rules that require approval of related party transactions for NYSE-listed companies. This amendment, which is effective immediately, modifies an earlier amendment to...more
8/25/2021
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NYSE ,
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Securities and Exchange Commission (SEC)
Updated – On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s Board Diversity Rules (the “Rules”). The Rules require Nasdaq-listed companies to have or explain why they do not have at least two...more
Institutional Shareholder Services (“ISS”) published its proxy voting guidelines updates for 2021 (“Policy Updates”) on November 12, 2020. The changes that are likely to be of most interest to companies include new and...more
11/18/2020
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S&P ,
Shareholder Proposals ,
Virtual Meetings
On September 30, 2020, California Governor Gavin Newsom signed Assembly Bill 979 (AB-979) into law, which will require every public company with securities listed on a major U.S. stock exchange and that has its principal...more
In January 2020, two of the largest asset managers, State Street Global Advisors (SSGA) and BlackRock, emphasized that they will hold Boards of Directors accountable for not making significant progress on sustainability and...more
2/11/2020
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Task Force on Climate-related Financial Disclosures (TCFD)
Institutional Shareholder Services (ISS) has published its annual updates to its proxy voting guidelines, which will be effective for annual meetings held on or after February 1, 2020. The ISS updates include matters related...more
In November 2018, Institutional Shareholder Services (ISS) released updates to its 2019 U.S. voting policies, which will be effective for meetings on or after February 1, 2019, and a preliminary list of frequently asked...more
The SEC has proposed amendments to its proxy rules that would require the use of universal proxy cards in contested director elections, and would change the rules governing disclosure of shareholder voting options and...more
The Nasdaq Stock Market LLC (Nasdaq) has adopted a new rule that will require each Nasdaq-listed company to publicly disclose compensation or other payments by third parties to any current director or nominee for director in...more
7/18/2016
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Compensation Agreements ,
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Information Statements ,
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Proxy Materials ,
Remuneration ,
Securities and Exchange Commission (SEC) ,
Shareholder Meetings
ISS has published two FAQs that supplement its 2016 Proxy Voting Guidelines Updates for the Americas that we summarized in our client alert ISS Policy Changes for the 2016 Proxy Season (December 8, 2015). The new FAQs provide...more
The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more
On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more