Securities Exchange Act, Securities and Exchange Commission (SEC), Proxy Statements

New Proxy Voting Reporting Requirements For Investment Managers For 2023-24 Annual Meeting Season

Goodwin on 5/21/2024

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

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

BakerHostetler on 12/6/2023

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

Not Lovin’ It: SEC’s Settlement With McDonald’s Former CEO Highlights Continued Focus on Executive-Related Disclosures

Vinson & Elkins LLP on 1/25/2023

On January 9, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 charging McDonald’s Corporation (“McDonald’s”) and its ex-CEO, Stephen Easterbrook, with multiple disclosure...more

Considerations for Company Insiders When Contemplating Pledging Shares

Orrick, Herrington & Sutcliffe LLP on 1/19/2023

For many insiders at a newly formed public company, a large portion of their net worth is potentially tied up in holdings of their company’s publicly-traded shares. These insiders often face challenges obtaining liquidity...more

Reminders for the 2023 Annual Report and Proxy Season

Smith Anderson on 1/19/2023

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

SEC Proposes to Narrow Bases for Excluding Shareholder Proposals

Kohrman Jackson & Krantz LLP on 8/9/2022

On July 13, 2022, the Securities and Exchange Commission (SEC) proposed rule changes that would make it harder for reporting companies to exclude shareholder proposals from their proxy statement by narrowing certain existing...more

SEC Proposes Narrowing Grounds for Excluding Shareholder Proposals

A&O Shearman on 7/19/2022

On July 13, 2022, the Securities and Exchange Commission (the “SEC”) proposed revisions to Rule 14a-8 under the Securities Exchange Act of 1934 to amend certain substantive bases on which U.S. public companies can exclude...more

SEC Proposes Changes to Shareholder Proposal Rule

Stinson - Corporate & Securities Law Blog on 7/15/2022

The Securities and Exchange Commission proposed amendments to Exchange Act Rule 14a-8, the shareholder proposal rule, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy...more

SEC staff issues new guidance on shareholder proposals involving social policy issues - SEC Update

Hogan Lovells on 11/16/2021

On November 3 the SEC’s Division of Corporation Finance issued Staff Legal Bulletin 14L (SLB 14L) to provide new guidance on the application of the “ordinary business” and “economic relevance” exceptions to a public company’s...more

SEC Staff Issues Legal Bulletin Narrowing Interpretation of Certain Exceptions to Rule 14a-8 Allowing Shareholder Proposals in...

Sullivan & Worcester on 11/10/2021

Climate-related issues have taken on an enhanced level of concern at the federal government level since the Biden administration rejoined the Paris Agreement in an effort to stem climate change impacts, and the administration...more

SEC Releases Shareholder Proposal Staff Legal Bulletin Regarding Rule 14a-8 Under the Exchange Act

Womble Bond Dickinson on 11/8/2021

On November 3, 2021, the Division of Corporation Finance (“Corp Fin”) of the U.S. Securities Exchange Commission (“SEC”) released Shareholder Proposals: Staff Legal Bulletin No. 14L(CF) (the “SLB”) to provide information for...more

Annual Meeting Filing and Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP on 3/26/2021

When finalizing proxy materials for annual shareholder meetings, companies should consider the following Securities and Exchange Commission (SEC) rules and related guidance, as well as stock exchange listing standards and...more

Impact of Rule 14a-8 Amendments on Closed-End Funds

Skadden, Arps, Slate, Meagher & Flom LLP on 10/16/2020

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in fund proxy...more

The SEC Adopts Amendments to the Shareholder Proposal Rule

Kilpatrick on 10/12/2020

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to Exchange Act Rule 14a-8, also known as the “shareholder proposal rule.” The SEC press release announcing the adopted changes are...more

Changes to the Procedural Requirements and Resubmission Thresholds under Exchange Act Rule 14a-8

Snell & Wilmer on 10/6/2020

Rule 14a-8 requires public companies to include shareholder proposals in their own proxy statements, subject to certain procedural and substantive requirements. The Securities and Exchange Commission (“SEC”) has adopted...more

SEC Updates Rule 14a-8 Shareholder Proposal Rules

Fenwick & West LLP on 9/30/2020

The U.S. Securities and Exchange Commission on September 23 adopted final rules amending the shareholder proposal rules in Rule 14a-8 of the Securities Exchange Act of 1934. The final rules: - Require that a shareholder...more

SEC Approves Changes to Eligibility Requirements for Submitting Shareholder Proposals

Akin Gump Strauss Hauer & Feld LLP on 9/29/2020

The Securities and Exchange Commission (SEC) in a 3-2 vote on Wednesday, September 23, 2020, adopted amendments to the eligibility requirements for submitting shareholder proposals to be included in a public company issuer’s...more

Amendments to Exchange Act Rule 14a-8

Faegre Drinker Biddle & Reath LLP on 9/28/2020

Background: Rule 14a-8 provides the mechanism by which shareholders may submit proposals to companies for inclusion in the annual proxy statement to be voted upon by shareholders. On September 23, 2020, the U.S. Securities...more

SEC Adopts Amendments to Shareholder Proposal Rules

Skadden, Arps, Slate, Meagher & Flom LLP on 9/26/2020

On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the procedural requirements and resubmission thresholds relating to shareholder proposals submitted for inclusion in company proxy...more

SEC Extends Conditional Filing Relief to Companies Affected by COVID-19

Alston & Bird on 3/30/2020

The coronavirus pandemic has created an unprecedented and rapidly evolving situation federal agencies are scrambling to keep up with. Our Securities Group examines the Securities and Exchange Commission’s continued efforts to...more

Court Ruling May Shift the Contours of Shareholder Proposal Litigation Under Rule 14a-8

Jones Day on 3/12/2020

The Situation: Late last year, a shareholder sued NorthWestern Corporation ("NWE") to compel the company to include a climate-change related proposal in its 2020 proxy materials after NWE had notified the staff of the...more

Proxy Statement Rule Change Reminders for 2020

Bass, Berry & Sims PLC on 2/4/2020

With many year-end companies working on initial drafts of their 2020 proxy statements, we thought it might be worth sending a quick reminder of two recent rule changes – briefly summarized below – that will (modestly) impact...more

Recent Developments and Other Considerations

Snell & Wilmer on 1/8/2020

Caremark Developments -- Do You Know What You Don’t Know? In 1996, the Delaware courts created what has become known as a Caremark claim: an allegation that directors failed to exercise oversight of the organization....more

SEC Proposes Amendments to Shareholder Proposal Rule

Vedder Price on 12/10/2019

On November 5, 2019, the SEC issued a release proposing amendments to Rule 14a-8 under the Securities Exchange Act of 1934, which is the rule that governs the process through which shareholders may submit proposals to be...more

SEC Staff Provides Additional Guidance on Shareholder Proposals

Perkins Coie on 11/8/2019

The U.S. Securities and Exchange Commission (SEC) has issued several important recent updates regarding shareholder proposals and the related no-action request process for companies to consider ahead of the 2019-2020 proxy...more

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