Proxy Statements

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"Annual Meeting Proxy Statement Filing Reminders"

Following are a few points to consider when preparing proxy statement materials for filing with the U.S. Securities and Exchange Commission (SEC) in connection with annual shareholder meetings....more

Issuers Omit Proposals From Proxy Statements

As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2015

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

Say-On-Pay Vote Did Not Create Disclosure Obligation

In Liang v. Berger, the plaintiff in a derivative action alleged the officers and directors of ARAID Pharmaceuticals failed to disclose material negative information about a drug under development in a timely manner. Among...more

Blog: Shareholder Proposal Regarding Audit Committee Composition

As noted in this article from Compliance Week, the Corp Fin staff have refused to issue no-action relief to Citigroup agreeing that it could exclude from its proxy statement a proposal from the prolific John Chevedden...more

Proxy Access Developments: ISS Issues FAQs on Voting Policies and Several Companies Voluntarily Adopt Proxy Access Bylaws

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

SEC Proposes Hedging Policy Disclosure Rule

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

Blog: Institutional Investors Speak Out On Proxy Access And Conflicting Proposals

Earlier this month, the SEC’s Investor Advisory Committee devoted part of its agenda to the topic of proxy access and the much debated Rule 14a-8(i)(9), which permits companies to exclude shareholder proposals from their...more

It's Not Just A Delaware Thing: Other Courts Are Also Questioning Disclosure-Only Settlements In M&A Litigation

In an age when overburdened courts with reduced budgets often approve class action settlements without significant oversight, Delaware courts have frequently bucked that trend in the merger litigation context: rejecting...more

SEC Proposes Disclosure Rule for Hedging Transactions by Directors, Officers and Employees

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) issued a proposed rule that, if adopted, would require public companies to disclose in annual proxy statements whether their employees and board members...more

Blog: Speakers Comment On Exclusion Of Shareholder Proposals As False And Misleading, Rule 14a-8(i)(3)

At the PLI conference on February 10, Corp Fin Director Keith Higgins, while focusing primarily on the issue du jour of Rule 14a-8(i)(9), the rule that permits companies to exclude from their proxy statements shareholder...more

SEC Proposes Equity Hedging Disclosure Rules under Dodd-Frank

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed long-awaited equity hedging disclosure rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010...more

Corporate Governance and Disclosure Considerations for Financial Services Companies This Proxy Season and Beyond

Introduction - As the 2015 annual meeting season quickly approaches, recent and continuing corporate governance and securities disclosure developments should be top of mind as financial services companies complete their...more

SEC Proposes Rules for Disclosure of Hedging by Employees, Officers, and Directors

Boards of Directors of companies subject to the federal proxy rules should take note of proposed rules released by the Securities and Exchange Commission (SEC) on February 9, 2015 that would enhance corporate disclosure of...more

Blog: Survey: Institutional Investors Want Return Of 25-Page Proxy Statements

Let’s reconsider: is it really necessary – or even useful – to have a proxy statement for an ordinary annual meeting that exceeds 100 pages in length? Does responsibility for bloated proxy statements lie with legislators and...more

SEC’s Rule 14a-8 Volte-Face Is Pointlessly Outré But It Does Have Real World Ramifications

Readers may recall that last December Whole Foods Market, Inc. had secured the SEC staff’s concurrence in excluding a shareholder access proposal submitted by Jim McRitchie. Then, SEC Chair Mary Jo White directed the staff...more

SEC Proposes New Rule Requiring Disclosure of Equity Hedging Policies

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) proposed a long-awaited rule under the Dodd-Frank Wall Street Reform and Consumer Protection Act that would require public companies to disclose certain...more

SEC Proposes Disclosure Rule for Company Hedging Policies

On February 9, 2015, the Securities and Exchange Commission (“SEC”) proposed a rule to enhance disclosure of company hedging policies for directors, officers and other employees. This proposal would implement Section 955 of...more

SEC Proposes Rules for Disclosure of Companies’ Hedging Policies

On February 9, as mandated by Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), the Securities and Exchange Commission proposed new rules requiring disclosure by US public...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the SEC proposed rules that would require domestic public companies to disclose in proxy and information statements whether the company permits any of its directors or employees (including officers) to...more

SEC Proposes New Rules on Hedging Disclosures

On February 9, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules that would require disclosure of policies permitting or prohibiting hedging by directors, officers and other employees to hedge or offset...more

SEC Proposes Rules for Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission, as required by Section 955 of the Dodd-Frank Act, issued proposed rules requiring enhanced proxy disclosure of a company’s hedging policies for its directors,...more

Practical Considerations for Preparing Your 2015 CD&A

In anticipation of the upcoming 2015 proxy season, many companies are in the process of drafting their proxy statements. The compensation discussion and analysis (CD&A) section of the proxy statement has received a great...more

SEC Proposes Rule Requiring Hedging Disclosure

On February 9, 2015, the Securities and Exchange Commission (the “Commission”) proposed amendments to its rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),...more

"SEC Proposes New Rules on Hedging Policy Disclosures"

On February 9, 2015, the U.S. Securities and Exchange Commission (SEC) released proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank). Dodd-Frank amended Section...more

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