Proxy Season Securities & Exchange Commission

News & Analysis as of

Preparing for the 2017 Public Company Reporting Season

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

Corporate and Financial Weekly Digest - Volume XI, Issue 45

SEC/CORPORATE - SEC Division of Corporation Finance Issues Revised and Additional C&DIs Relating to Form S-8 - On November 9, the Division of Corporation Finance of the Securities and Exchange Commission issued two...more

SEC Staff Reiterates No-Action Position on Proxy Access Amendment Proposals

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

Changing Proxy Rules: SEC Proposes to Require Universal Proxy Cards

The SEC, by a two-to-one vote on October 26, 2016, proposed amendments to its proxy rules to require universal proxy cards in contested director elections at annual meetings of listed U.S. public companies. If adopted, the...more

SEC Publishes FAQs on Pay Ratio Rule

The SEC has published five FAQs on its pay ratio rule – see new questions 128C.01 to 128C.05. As we noted in our checklist of preliminary planning matters for the upcoming proxy season, the pay ratio disclosure need not be...more

ISS Survey Results Regarding Pay-for-Performance and Say-on-Pay Frequency

Institutional Shareholder Services Inc. (“ISS”), the influential proxy advisory firm, recently released their 2016-2017 Global Policy Survey results. These results show some interesting findings related to executive...more

Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

2016 Proxy Season Review: Shareholder Proposals

With most of the 2016 proxy season in the rear-view mirror, it’s clear that shareholder proposals continue to be a preferred vehicle for certain kinds of shareholder activism, though with limited effectiveness unless the...more

"Proxy Access: Highlights of the 2016 Proxy Season"

Encouraged by the success of proxy access proposals in the 2015 proxy season, shareholder proponents have submitted almost 200 proxy access shareholder proposals for 2016 annual meetings. As of mid-June, approximately 65...more

New SEC Guidance on Proxy Card Descriptions

Amazingly, the SEC staff continues to scrutinize Securities Exchange Rule 14a-4(a)(3)’s proxy card parameters. As you may recall, the staff recently grappled with the ever-murky “unbundling” aspect of that rule: first via...more

The SEC Speaks in 2016: Division of Corporation Finance Panel

Senior members of the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities and Exchange Commission (SEC) gathered with two former SEC commissioners at the Practising Law Institute’s annual “SEC Speaks”...more

SEC Issues Guidance on Description of Shareholder Proposals on Proxy Cards

Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” The SEC has issued a Compliance and Disclosure Interpretation, or CDI, on how a registrant...more

Companies Accelerate Adoption of Proxy Access as SEC Continues to Grant No-Action Relief

As we previously reported here, companies that adopted mainstream proxy access bylaws received a vote of confidence from the SEC when the agency issued a series of no-action letters allowing companies to exclude related...more

2016 Proxy Season Checklist – What You Need to Know

As we roll into a new year and a new public company reporting season, public companies should be aware of a number of rule changes and rulemakings, Securities and Exchange Commission (SEC) staff guidance, disclosure trends...more

Reminders for Public Companies for the 2016 Annual Reporting and Proxy Season

This memorandum summarizes key developments that public companies should consider in drafting their disclosures and reviewing their existing corporate governance policies and procedures in preparation for the 2016 annual...more

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016

Initiatives by Congress, the Securities and Exchange Commission (SEC), activist shareholders, and federal and state courts from 2015 will reshape public company disclosure and policies, and offer new avenues for private...more

2016 Proxy Season: Strategically Preparing for the Upcoming Season

Strategically preparing for the 2016 Proxy Season by focusing on compensation, proxy disclosure, shareholder activism and proxy access will help companies put their best foot forward in their annual meetings say Latham &...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

In Case You Missed It - Interesting Items for Corporate Counsel - January 2016

The SEC (re)proposed Resource Extraction Disclosure Rules last month, here. Recall, these rules are required by the Dodd-Frank Act and were adopted in 2012, vacated in 2013 by the U.S. District Court in D.C., and the subject...more

Blog: Nasdaq Survey Of Corporate Interaction With Proxy Advisory Firms

Nasdaq and the U.S. Chamber of Commerce conducted a survey of public companies to gain insight into companies’ interactions with ISS and Glass Lewis, the two primary proxy advisory firms, with regard to the 2015 proxy season....more

2016 Proxy Season – Quick Reference Guide

The year is coming to an end and the 2016 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2015, offers recommendations and resources for the upcoming season, and...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

New Staff Legal Bulletin and Proxy Voting Guidelines Released Ahead of the 2016 Proxy Season

Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for...more

The SEC Staff’s Position On Unbundling Gets Even More Weird

“Bundling” was a colonial American practice of unmarried persons sharing the same bed whilst being physically separated by a board or sack.  As might be expected, bundling had its critics.  One Henry Reed Stiles...more

SEC Staff Legal Bulletin Clarifies Shareholder Proposal Exclusion Analysis

The Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance (Division) has issued Staff Legal Bulletin No. 14H (SLB14H), which contains guidance on the exclusion of shareholder proposals that...more

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