News & Analysis as of

Publicly-Traded Companies Proxy Statements

Cooley LLP

Exxon court challenge to Arjuna shareholder proposal survives dismissal

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You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more

Allen Matkins

When Must A Proxy Include The "General Nature Of The Matter To Be Voted On"?

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The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member".  Cal. Corp....more

A&O Shearman

Delaware Supreme Court Holds Proxy Disclosures Deficient In Failing To Disclose Advisors’ Conflicts Of Interests

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On May 1, 2024, the Delaware Supreme Court, sitting en banc, reversed the dismissal of breach of fiduciary claims against Inovalon Holdings, Inc. (the “Company”) and its CEO and directors in connection with the Company’s...more

Morgan Lewis - ML Benefits

SEC Enforcement of Proxy Perquisite Disclosures

The Securities and Exchange Commission (SEC) is continuing its focus on disclosure of executive perquisites—and aircraft usage in particular—in registration statements, periodic reports, and proxy statements....more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Annual Meeting Filing and Disclosure Requirements

When finalizing proxy materials for annual shareholder meetings, companies should consider the following areas, which are described in more detail below: - SEC Proxy Filing Requirements - Proxy Statement Disclosures...more

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season Part II: Proxy Statements

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Each year in our Annual Memo series, 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...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2024 Proxy Season

As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more

Venable LLP

Proxy Materials and Annual Meetings under Maryland Law - 2024

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As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more

Wilson Sonsini Goodrich & Rosati

Approaching Shareholder Engagement in 2024

It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Wilson Sonsini Goodrich & Rosati

2023 Silicon Valley 150 Corporate Governance Report

The firm is pleased to present its 2023 Silicon Valley 150 Corporate Governance Report, which analyzes the governance of the Valley's largest public companies and reviews various matters regarding annual meetings held between...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2023 - The SEC’s Gift to You: New Disclosure Requirements Effective This Quarter

As 2023 comes to an end, we reflect on how active the Securities and Exchange Commission’s rulemaking agenda was throughout the year. As companies prepare for their annual reports and proxy statements, we summarize new...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

BCLP

Hot Topics to Consider for 2024 D&O Questionnaires

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In light of new disclosure rules as well as investor interest, companies may wish to modify their D&O Questionnaires for the 2024 proxy season to address certain hot topics...more

BakerHostetler

Preparing for the 2024 Proxy and Annual Reporting Season: Key Issues and Considerations

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For the upcoming 2024 proxy and annual reporting season, there are a number of key issues to consider and keep an eye on for further developments as preparations commence. This alert provides an overview of these issues and...more

BCLP

UK Corporate Briefing - December 2023

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Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. In this month’s issue, we discuss...more

Mayer Brown Free Writings + Perspectives

SEC Issues Proxy-Related C&DI’s

On November 17, 2023, the staff of the U.S. Securities and Exchange Commission (“SEC”) issued  one revised and five new proxy-related compliance and disclosure interpretations (“C&DIs”). These C&DI’s are summarized below,...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Venable LLP

Responding to Annual Meeting Vote Results

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As Maryland public companies begin preparing for their 2024 annual meetings, we recommend that each consider the voting results of its 2023 annual meeting of shareholders. Maintaining awareness of institutional investor and...more

BCLP

Review of Recent SEC Staff Comments on Pay Versus Performance Table

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As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Division of Corporation Finance Publishes Guidance for Registrants as Government Shutdown Looms

On September 27, 2023, facing the prospect of a lapse of appropriations, the staff of the Securities and Exchange Commission’s Division of Corporation Finance published a summary of the anticipated impact on its operations of...more

Cadwalader, Wickersham & Taft LLP

Support for Climate-Related Shareholder Resolutions Declines During 2023 Proxy Season

In August 2023, following this year’s proxy voting season, two of the world’s largest asset managers published their voting records, which revealed that their support for environmental and social shareholder resolutions had...more

Mayer Brown Free Writings + Perspectives

SEC Releases New and Revised C&DIs on Pay Versus Performance Disclosures

On September 27, 2023, the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance released nine new Compliance and Disclosure Interpretations (“C&DIs”) to clarify the pay versus performance...more

Mayer Brown Free Writings + Perspectives

2024 U.S. Proxy and Annual Report Season: It’s Starting Time!

Although it may seem early, it is already time to start preparing for the 2024 proxy and annual report season. Additional time may be required this year because of the substantial scope and pace of relevant changes in law and...more

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