Shareholder Proposals

News & Analysis as of

Financial Services Weekly News - July 2016 #2

Regulatory Developments - Client Alert: Volcker Rule Conformance Period for Legacy Covered Fund Activities Extended One Year - On July 7, the Board of Governors of the Federal Reserve System announced that it has...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

Mind the (Pay) Gap: Investor Requests for Reports on Gender Pay Disparities Are on the Rise

According to media reports, this year several high-profile companies, including Apple, Facebook, and Intel, have received or responded to proposals from investors requesting shareholder votes on the issue of whether the...more

Need some "specificity" in your proxy card? New SEC interpretation

The SEC's Division of Corporation Finance has issued a new interpretation related to the form of proxy requirements. The interpretation relates to the specificity with which an issuer must describe a Rule 14a-8 shareholder...more

Blog: Shareholder Proposals To Exclude The Impact Of Buybacks From Executive Comp Metrics — Will They Become A New Trend?

A recurring demand by hedge funds activists is that the target company return capital to its shareholders by buying back its own stock. Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their...more

The Financial Report - Volume 5, No. 7 - April 2016 (Global)

- United States US indicts Iranian computer specialists for cyberattacks on banks and a dam. The New York Times reported that the Justice Department unsealed an indictment against seven Iranian computer specialists who...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

SEC Begins to Define “Substantial Implementation” Under Proxy Rule 14a-8(i)(10)

The SEC has recently provided guidance on the permissibility of excluding shareholder proxy access bylaw proposals under Proxy Rule 14a-8(i)(10). Rule 14a-8(i)(10) allows a company to exclude a shareholder proposal that has...more

SEC Staff Issues Guidance on Describing Shareholder Proposals on Proxy Cards

The Division of Corporation Finance (the “Staff”) recently issued a new Compliance and Disclosure Interpretation (“C&DI”) addressing the level of detail that must be used when describing a Rule 14a-8 shareholder proposal on...more

Corporate and Financial Weekly Digest - Volume XI, Issue 12

SEC/CORPORATE - SEC Issues No-Action Relief Pursuant to Rule 14a-8(i)(9) - As previously reported in the Corporate and Financial Weekly Digest edition of October 30, 2015, the Securities and Exchange Commission's...more

Blog: We Identified Our Shareholder Proposal On Our Proxy Card As “Shareholder Proposal.” Does That Work?

Uh, no. In a new CDI, Corp Fin tells us how not to identify proposals on proxy cards, particularly shareholder proposals. Rule 14a-4(a)(3) requires that the form of proxy “identify clearly and impartially each separate matter...more

Blog: Corp Fin Allows Exclusion Of A Conflicting Shareholder Proposal Under Rule 14a-8(I)(9): Does It Represent A Strategy For The...

Well, we finally have some insight into what the Corp Fin staff had in mind in Staff Legal Bulletin 14H – of course, that’s the SLB in which Corp Fin narrowed the application of Rule 14a-8(i)(9), the exclusion for conflicting...more

Shareholder Proponent Says “Substantial Implementation” Will Backfire

The SEC recently granted no-action relief to 15 of 18 companies related to shareholder proposals for proxy access. The basis for the relief was the company had already adopted a proxy access by-law and therefore the...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

SEC Releases Additional No-Action Letters on “Substantial Implementation” of Shareholder Proxy Access Proposals

In the last year, the number of companies that have adopted proxy access bylaws provisions – and the number of proxy access proposals submitted by shareholders – has risen significantly. Competing proxy access provisions...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

SEC Permits Investment Adviser to Submit Shareholder Proposal on Behalf of Client

The SEC recently denied no-action relief to a request by Baker Hughes Incorporated to exclude a Rule 14a-8 shareholder proposal submitted by Newground Social Investment, SPC, a registered investment adviser, on behalf of an...more

Proxy Access: What do the Shareholders Want?

As Broc Romanek of TheCorporateCounsel.net recently noted, the SEC issued 18 no-action letters regarding the exclusion of shareholder proposals for proxy access under Rule 14a-8(i)(10) – the “substantially implemented” basis....more

SEC Grants No-Action Relief on Proxy Access Proposals

Companies that have previously adopted mainstream proxy access bylaws received a vote of confidence from the SEC earlier this month when the agency issued 18 no-action letters, 15 of which allowed the company to exclude...more

SEC Issues No-Action Letters With Respect to Rule 14a-8(i)(10)

On February 12, the Securities and Exchange Commission’s Division of Corporation Finance (the Division) posted on its website 18 no-action letters relating to the exclusion of proxy access shareholder proposals under Rule...more

Proxy Access Shareholder Proposals: SEC Staff Responds to Requests to Exclude on “Substantially Implemented” Grounds

The staff of the SEC Division of Corporation Finance has posted on its website 18 no-action letters related to requests for exclusion of proxy access shareholder proposals from proxy statements. The SEC staff granted relief...more

Blog: Director Resignation Policies Under Fire

The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer — will be facing a shareholder proposal (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and...more

SEC Staff Issues No-Action Letters Regarding the Exclusion of Shareholder Proxy Access Proposals on the Basis of “Substantial...

On February 12, 2016, the staff of the Division of Corporation Finance of the Securities and Exchange Commission issued eighteen no-action letters involving requests to exclude shareholder proxy access proposals on the basis...more

Top 10 Topics for Directors in 2016: Proxy Access

Proxy Access - 2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more

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