Shareholder proposal rule
Class Action Trends – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
On November 2, 2022, the U.S. Securities and Exchange Commission (SEC) announced the adoption of amendments to Form N-PX and related rules to extend public company stockholder vote disclosure filing requirements beyond...more
As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more
The Securities and Exchange Commission (SEC) recently adopted, in a 3-2 vote, rule and form amendments impacting proxy disclosures reporting on Form N-PX (the “amendments”). The amendments that are applicable to mutual...more
This comprehensive report covers trends in stockholder voting at annual meetings in the 2020 proxy season among the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Valley 150 List (SV...more
Preparations are key to a successful proxy and annual report season, and autumn is not too early to begin. While work on proxy statements, annual reports and annual meetings typically kicks into high gear in the winter,...more
Last week, Glass Lewis & Co. (Glass Lewis) released its annual U.S. and Shareholder Initiatives proxy voting policies and guidelines for the 2020 proxy season....more
Our preliminary list of important planning considerations for the 2020 proxy season is set forth below. Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes to...more
When finalizing proxy materials for annual shareholder meetings, companies should consider the following U.S. Securities and Exchange Commission (SEC) rules and related SEC staff guidance, as well as stock exchange listing...more
Routine and pro forma executive compensation disclosures miss critical opportunities to bolster shareholders’ support. These tips can help improve your proxy going into 2019 spring shareholder meetings. Companies should...more
Public companies should consider a number of items for 2019, including recent SEC and proxy advisory developments and other perennial executive compensation considerations. Even as the US government shutdown continues to...more
The 10-K and proxy season begins in a little over a month for companies with calendar fiscal year-ends. The following governance and disclosure developments should be considered in the course of preparing these filings....more
It is already that time of year when public companies should be thinking about the 2019 proxy and annual reporting season. Advance planning greatly contributes to a successful proxy season, culminating with the annual meeting...more
As our clients and friends know, each year Mintz Levin provides an analysis of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings with the Securities and Exchange...more
U.S. companies face a dizzying array of challenges, including from disruptive technologies and cybersecurity threats; economic and geopolitical uncertainties; climate change and evolving sustainability metrics; and questions...more
The proxy rules require that public companies submit a nonbinding proposal to their shareholders every six years regarding how often they should hold say-on-pay votes, known as “say-on-frequency.” Most companies held their...more
The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more
Glass Lewis uses Equilar Market Peers to analyze companies’ executive pay and relative company performance when formulating say-on-pay vote recommendations for its institutional investor clients. When developing Market Peers,...more
The proxy rules require that public companies submit a proposal to their shareholders every six years regarding how often they should have say-on-pay votes, known as “say-on-frequency”. Most companies held their first...more
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
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
The Securities and Exchange Commission (SEC) has adopted a final rule requiring publicly traded corporations to disclose, to the SEC and shareholders, the ratio of CEO compensation to the "median compensation" of the...more
Nearly five years after the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) was enacted in July 2010, the SEC narrowly approved proposed rules required under Section 953(a) of the Act. Section 953(a) of...more
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
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