Shareholder Proposals

News & Analysis as of

Mind the (Pay) Gap: Retailers May Want to Prep for Pay Equity Inquiries From Investors

In 2016, several technology companies received or responded to proposals from investors that requested shareholder votes regarding whether the companies should be required to prepare reports addressing their policies and...more

Boardroom Perspectives: Proxy Access – Preparing for the 2017 Proxy Season

As shareholders continue to submit proxy access proposals, public companies may wish to consider proxy access and develop a response plan. Many public companies have received shareholder proxy access proposals in...more

Shareholder Proposals Restricting Board/Management Access to Preliminary Voting Results May Be Excluded

On January 6, 2017, the SEC Staff granted no-action relief that would allow companies to exclude shareholder proposals preventing management or the board from accessing preliminary voting results on uncontested matters prior...more

Reminders for US Public Companies for the 2017 Annual Reporting and Proxy Season

This memorandum outlines certain considerations for US public companies in preparation for the 2017 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Fixing the Shareholder Proposal Process

Battles over proxy access have taken center stage over the past few years in the form of activist shareholder proposals and proposed SEC rulemaking. Now Business Roundtable is suggesting that the entire Rule 14a-8 shareholder...more

Blog: Why Does Management Seek To Exclude Shareholder Proposals?

In this recent preliminary working paper, Why Do Managers Fight Shareholder Proposals? Evidence from No-Action Letter Decisions, academics at the USC Marshall School of Business attempt to determine why corporate management...more

Alert: ISS and Glass Lewis Update 2017 Proxy Voting Policies

Institutional Shareholder Services (ISS) and Glass Lewis (GL), the two most influential proxy advisory firms, recently released updates to their voting policies for 2017. Both ISS and GL issued policy updates on director...more

New SEC No-Action Guidance on Proxy Access Bylaw Amendment Proposals

The SEC’s Division of Corporation Finance recently granted no-action relief to a company seeking to exclude shareholder-proposed amendments to the company’s proxy access bylaw provisions on the basis of substantial...more

"Matters to Consider for the 2017 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2017 annual meeting and reporting season. Once again, we have prepared a checklist of essential areas on which we believe companies should focus as they plan for the...more

2016 Silicon Valley Proxy Season Results

A Comparison of Silicon Valley Public Companies and Other Large Bay Area Public Companies - This companion supplement to the Fenwick survey, Corporate Governance Practices and Trends: A Comparison of Large Public...more

Recent Developments in Proxy Access

As the 2017 proxy season begins to unfold, proxy access continues to be a focus of shareholder proposals. Last year, companies that had already adopted mainstream proxy access bylaws, or that were planning to put mainstream...more

"Key Takeaways: Corporate Governance Series — Preparing for the Shareholder Proposal Season"

On November 16, 2016, Skadden hosted a webinar titled “Preparing for the Shareholder Proposal Season.” The panelists were Amy Borrus, deputy director of the Council of Institutional Investors (CII); Skadden M&A and corporate...more

Blog: Environmental Shareholder Proposals Increase In Frequency And Sophistication, But Will They Continue To Be Viable?

The WSJ discusses the increased frequency and sophistication of shareholder proposals regarding the environment. In particular, the piece observes that shareholder proposals focusing on environmental issues have evolved “from...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for the 2017 Proxy Season

Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co. (Glass Lewis) have both released updates to their respective proxy voting guidelines. This Alert provides a brief summary of the significant changes to each...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2017

Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) recently updated the guidelines they will use to inform their voting recommendations for the 2017 proxy season. The updates address...more

Something To Be Thankful For: The 2017 ISS Policy Updates

Institutional Shareholder Services Inc. (ISS) has published its voting policy updates for the 2017 proxy season, and those involved with public company compliance can add “generally insignificant changes to ISS voting...more

ISS Announces 2017 Benchmark Policy Updates

ISS has announced its 2017 policy changes. Some key changes for the U.S. are discussed below. Restrictions on Binding Shareholder Proposals. ISS has adopted a new policy when shareholders do not have the ability to...more

SEC Division of Corporation Finance Update

At the American Bar Association’s Fall Meeting, Keith Higgins, Director of the SEC’s Division of Corporation Finance (the “Division”), gave his last “Dialogue with the Director” given the upcoming change in administration. ...more

SEC Staff Allows Exclusion of “Fix Proxy Access” Proposal under (i)(10)

In a recently issued no-action letter, the staff of the SEC’s Division of Corporate Finance allowed a company to exclude a shareholder proposal seeking specific changes to the company’s existing proxy access bylaw. According...more

Corporate Governance Survey - 2016 Proxy Season Results

A Comparison of Large Public Companies and Silicon Valley Companies - As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more

Blog: Corp Fin Issues No-Action Relief For Exclusion Of A Proxy Access “Fix-It” Proposal (But Rejects Other Requests)

In September, I blogged about several pending no-action requests seeking exclusion of proposals from the McRitchie/Chevedden group to revise existing proxy access bylaws on the basis that they had been “substantially...more

Update on SEC Proxy Access No-Action Letters

Recent SEC responses to no-action requests involving shareholder proposals seeking initial adoption of a proxy access bylaw confirm that the SEC staff is continuing to evaluate company requests to exclude these proposals from...more

ISS Launches 2017 ISS Benchmark Policy Comment Period

ISS announced the launch of its 2017 benchmark voting policy consultation period. The open comment period, which will solicit views from governance stakeholders globally on certain proposed voting policies for 2017, will run...more

Bill C-25 Looks to Include Majority Voting, Diversity Disclosure Requirements in Canada Business Corporations Act

The Government of Canada recently introduced Bill C-25 (Bill), titled “An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act”....more

Will Corp Fin “Evolve” On Exclusion Of Proxy Access Proposals Under Rule 14a-8(I)(10)?

Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had...more

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