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Board of Directors Proxy Voting Guidelines

Seward & Kissel LLP

SEC Staff Issues No-Action Letter to Closed-End Funds Seeking to Exclude Activist Shareholder Proposals to Declassify Board

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Who may be interested: Closed-End Funds; Boards of Directors; Investment Advisers - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently granted no-action relief to three closed-end funds...more

Latham & Watkins LLP

Recent Developments for UK PLCs - March Edition

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On 23 February 2024, the Investment Association (IA) issued its annual letter to FTSE 350 remuneration committee chairs providing an update on the IA’s Principles of Remuneration and emerging views on remuneration matters....more

A&O Shearman

2024 Proxy Season Quick Reference Guide

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The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season: Your Upcoming Form 10-K

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Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2024

Venable LLP on

On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more

Fenwick & West LLP

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

Bennett Jones LLP

ISS and Glass Lewis Update 2024 Proxy Voting Guidelines

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Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more

Wilson Sonsini Goodrich & Rosati

ISS Releases 2024 Benchmark Policy Updates

On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis Issues 2024 Updates to Benchmark Policy Guidelines

On November 16, 2023, Glass Lewis & Co. (Glass Lewis) released its 2024 U.S. Benchmark Policy Guidelines (U.S. Guidelines), effective for shareholder meetings on or after January 1, 2024. The U.S. Guidelines include several...more

Allen Matkins

May Directors Vote By Proxy?

Allen Matkins on

Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings.   However, it appears to have been well settled in Delaware since at least 1915 that...more

White & Case LLP

Overboarding in the UK: How many seats is too many

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In recent years "overboarding" has become an important issue for many UK companies and investors alike. Several large asset managers as well as proxy advisors, including Vanguard, BlackRock, and LGIM, have tightened their...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2023 Proxy Season

As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From the First Few Contests Under the Universal Proxy Rules, and the Outlook for 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more

Smith Anderson

Institutional Shareholder Services and Glass Lewis Update Proxy Voting Guidelines for 2023

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Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), the two leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

White & Case LLP on

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

Bennett Jones LLP

ISS and Glass Lewis Update 2023 Proxy Voting Guidelines

Bennett Jones LLP on

Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have both released updates to their Canadian proxy voting guidelines for the 2023 proxy season. The Glass Lewis updates apply to shareholder...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis and ISS Issue 2023 Updates

On November 17, 2022, Glass Lewis released its 2023 U.S. Policy Guidelines (U.S. Guidelines) and its 2023 ESG Initiatives Policy Guidelines (ESG Guidelines), effective for shareholder meetings on or after January 1, 2023. On...more

Goodwin

ISS and Glass Lewis Issue 2023 Policy Updates

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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

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2023 Focusing on Board Diversity, Officer Exculpation and ESG Oversight

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2023 proxy season. Their voting...more

Orrick, Herrington & Sutcliffe LLP

Going Beyond Climate: A Closer Look at Environmental Proposals

ESG-related shareholder proposals featured prominently in the most recent proxy season, with nearly 40% of large-cap public companies facing a shareholder vote on ESG topics over the first half of 2022. As introduced in an...more

Ward and Smith, P.A.

One of These Things Is Not Like the Other: Proxies, Written Ballots, and Electronic Voting

Ward and Smith, P.A. on

All community associations, at least annually, are faced with action items requiring a vote of their membership.  For example, community association membership participation is necessary on an annual basis to elect the...more

Fenwick & West LLP

Meeting Expectations for Board Diversity

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Corporate boardroom diversity has increased significantly over the last few years, and the interest in and demand for gender and racial/ethnic diversity on boards of directors remain high. Lack of corporate board diversity...more

Kramer Levin Naftalis & Frankel LLP

ESG Voting Policy Updates for the 2022 Proxy Season

This client alert provides an overview of recent key updates on environmental, social and governance (ESG) matters from the leading proxy advisory firms and major institutional investors. We also address updated guidance by...more

BCLP

Quick Guide to ISS and Glass Lewis 2022 Proxy Season Updates: Board Diversity and ESG Take Center Stage

BCLP on

Institutional Shareholder Services (“ISS”) and Glass Lewis recently released their respective policy updates for the 2022 proxy season. Key topics include board diversity and board oversight of environmental and social risks....more

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