Shareholder Proposals

News & Analysis as of

SEC Update

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

Considerations for 2014 Proxy Season and Beyond

Following are some topics that public companies may want to consider in preparation for the 2014 proxy season. Shareholder Proposals - The 2013 proxy season reflected a continued increase in the number of...more

SEC Staff Provides Additional Rule 14a-8(i)(3) Guidance in No-Action Letter Responses

The SEC has elaborated on its Rule 14a-8(i)(3) analysis in its recent responses to registrant request for no-action letters. Shareholder proposals often reference definitions found in NYSE and NASDAQ listing standards...more

Planning for the 2013 Annual Meeting and Reporting Season

As companies prepare for the 2013 annual meeting and reporting season, we have compiled an overview of the corporate governance and disclosure matters that companies should consider as they draft this season’s disclosure...more

Considerations for the 2013 Form 10-K and Annual Proxy Season

The upcoming 2013 proxy season will likely be impacted by new policies issued by proxy advisers, as well as shareholder activists taking advantage of previously adopted rules, rather than by recent legislative or rulemaking...more

Dealing with ISS and Other Proxy Advisory Firms this Proxy Season

Set forth below are summaries of key ISS and Glass Lewis policy updates that will take effect for the 2013 proxy season. ISS Policy Updates - Pay-for-Performance Evaluation - Revised Peer Group Methodology. ISS...more

SEC Releases Staff Legal Bulletin Regarding Shareholder Proposals

On October 16, 2012, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (SEC) released Staff Legal Bulletin No. 14G (SLB 14G). The release is the eighth staff legal bulletin discussing...more

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