Use Of Additional Soliciting Materials Remains Constant In 2013

Since the advent of a mandatory but advisory say-on-pay vote required by the Dodd-Frank Act, issuers have used additional soliciting materials in connection with the say-on-pay vote.  Often the filings are made in connection with a negative recommendation by ISS or another proxy advisory firm.  For some high profile examples of the use of these materials, see the examples here and here.

Relying on the EDGAR full-text search engine, there were 45 examples of additional soliciting materials using EDGAR code DEFA14A that mentioned ISS between January 1, 2012 and April 5, 2012.  For the same period this year, there were 49 such filings.

It is important to note:

  • The search picks up issues, such as governance issues, in addition to say-on-pay.
  • Not all of the filings relate to negative ISS recommendations.  For instance some are investor presentations that happen to mention ISS.
  • The search picks up filings related to mergers where ISS has made either a positive or negative recommendation.

Check frequently for updated information on the JOBS Act, the Dodd-Frank Act and other important securities law matters.

Written by:

Published In:


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Stinson Leonard Street - Dodd-Frank and the Jobs Act | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.