ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more
As 2016 drew to an end, the US Securities and Exchange Commission (SEC) kept up its pace to close out a busy year. In addition to issuing proposed rules for universal proxies, the SEC released several new Compliance &...more
GAMCO Asset Management Inc. made the news when it became the first to submit a nominee for National Fuel Gas’ board of directors using a proxy access by-law. National Fuel Gas has now rejected the nominee because the...more
The staff of the Division of Corporation Finance of the Securities and Exchange Commission has issued three additional responses to company no-action requests to exclude shareholder-proposed amendments to proxy access bylaw...more
Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more
On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016 global voting policy survey. The survey, which received 421 responses from a combination of...more
SEC/CORPORATE - ISS Publishes Results of 2015–2016 Annual Global Policy Survey - On September 28, Institutional Shareholder Services (ISS), a leading proxy advisory firm, published the results of its 2015–2016...more
Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more
Proxy access, meaning the ability of stockholders to put their nominees on management’s proxy card and create a proxy contest without having to file their own proxy statement, was the marquee issue of the 2015 proxy season....more
The SEC has finally proposed clawback rules, here, required by Section 954 of the Dodd-Frank Act. When adopted, the rules will require stock exchanges to propose and adopt listing standards that implement the requirements;...more
If you’ve been following the saga regarding shareholder proposals for proxy access this proxy season, you know that around 100 companies received proxy access proposals and that the staff of Corp Fin has refused to express...more
It's difficult to discern “trends” from reactions to date on proxy access proposals, but here are some data points: Three companies, including two on the NY Comptroller’s 75-company target list have adopted...more
On February 20, (ISS) published long-awaited FAQs clarifying its voting policies on proxy access proposals that would allow investors to include director nominees in the company’s proxy materials....more
ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more
GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more
As previously noted, New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to...more
The SEC has granted Whole Foods no action relief to exclude a proxy access proposal submitted under Rule 14a-8. The proponent’s proposal sought a non-binding shareholder resolution to request that the Whole Food’s Board of...more
New York City Comptroller Scott M. Stringer, on behalf of the $160 billion New York City Pension Funds, has submitted proxy access shareowner proposals to 75 companies. The proposals request a bylaw to give shareowners who...more
In George Orwell’s famous satire of Stalin’s Soviet Union, Animal Farm, the animals started out with seven commandments. The seventh commandment was “All Animals Are Equal”. As time passed, three of the original...more