Shareholder Proposals

News & Analysis as of

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

2016 Proxy Season Checklist – What You Need to Know

As we roll into a new year and a new public company reporting season, public companies should be aware of a number of rule changes and rulemakings, Securities and Exchange Commission (SEC) staff guidance, disclosure trends...more

Results of the 2015 Proxy Season in Silicon Valley

Shareholder activism has been a significant phenomenon amongst the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues. As such activism has continued to grow, it...more

SEC Permits Shareholder Proposal for Favoring Repurchases over Dividends to Move Forward

The SEC has denied no-action relief to exclude the following shareholder proposal submitted to several companies by Jonathan Kalodimos: Resolved: Shareholders of ITT Corporation ask the board of directors to adopt and...more

2016 Proxy Season Field Guide

The 2016 proxy season occurs in an environment of heightened shareholder activism and an ever-increasing focus on compensation and corporate governance disclosures. This Proxy Season Field Guide provides you with an overview...more

Blog: NYC Comptroller Submits Proxy Access Proposals To 72 Companies For 2016

As noted in TheCorporateCounsel.net blog, New York City Comptroller Scott Stringer has once again submitted, on behalf of a number of NYC pension funds, a raft of shareholder proposals for proxy access as part of the...more

NYC Comptroller Announces 2016 Proxy Access Shareholder Proposals

Some things are as certain as death, taxes and Adobe updates. There will always be a proxy season, and maybe 15 years ago we started to think about ISS. Now the list has grown to include Scott Stringer, Comptroller of the...more

ISS Defines Acceptable Parameters for Proxy Access Provisions

Summary of Key ISS and Glass Lewis 2016 Proxy Season Policy Updates - Institutional Shareholder Services Inc. (ISS) recently issued, in the form of Frequently Asked Questions, a further update to its 2016 proxy voting...more

ISS Issues 2016 FAQs and Addresses Proxy Access

ISS has issued a U.S. Equity Compensation Plans FAQ, U.S. Executive Compensation Policies FAQ and a U.S. Policies and Procedures FAQ. Here is a rough comparison of the 2015 U.S. Compensation Policies FAQ to the 2016 U.S....more

2016 Proxy Season – Quick Reference Guide

The year is coming to an end and the 2016 proxy season is on the horizon. This quick reference guide identifies considerations based on themes from 2015, offers recommendations and resources for the upcoming season, and...more

Proxy Advisory Firms Release 2016 Policy Updates

Institutional Shareholder Services (ISS) and Glass Lewis & Co. (Glass Lewis) recently released policy updates for the upcoming 2016 proxy season. Some of the key updates to both firms' proxy voting guidelines are summarized...more

ISS and Glass Lewis Issue 2016 Policy Updates

Institutional Shareholder Services (ISS) and Glass Lewis recently released their voting guideline updates for the 2016 proxy season. ISS has also released updates to its QuickScore 3.0 product and its Equity Plan Scorecard...more

"Planning for the 2016 Annual Meeting and Reporting Season"

Each company faces important decisions in preparing for its 2016 annual meeting and reporting season. We have prepared a checklist of essential areas we believe companies should focus on as they plan for 2016, including...more

New Staff Legal Bulletin and Proxy Voting Guidelines Released Ahead of the 2016 Proxy Season

Just ahead of the 2016 proxy season, the Staff of the Division of Corporation Finance of the SEC released new guidance—Staff Legal Bulletin No. 14H (“SLB 14H”)—describing how the Staff will evaluate issuers’ arguments for...more

Corporate and Financial Weekly Digest - Volume X, Issue 46

SEC/CORPORATE - Proxy Advisory Firms Release Policy Updates for 2016 - Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently published their 2016 proxy voting...more

ISS and Glass Lewis Update their Proxy Voting Guidelines for 2016 Proxy Season

Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis each have released updates to their policies that outline how they will form recommendations to shareholders on how they should vote on governance,...more

Political Spending Disclosure Goes Mainstream

Political spending disclosure has had an irregular history, waxing and waning over the last decade according to a seminal Supreme Court decision, fluctuating SEC rulemaking and activist shareholder agendas and evolving views...more

Blog: Trinity Wall Street Withdraws Cert Petition In Connection With Shareholder Proposal To Wal-Mart

In the case of Trinity Wall Street v. Wal-Mart Stores, Inc. (see this PubCo post), Trinity has asked to withdraw its petition to SCOTUS for cert, and the petition has been dismissed under Rule 46. As a result, SCOTUS won’t...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for the 2016 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

SEC Provides Guidance on Exclusion of Shareholder Proposals Under the “Ordinary Business” and “Direct Conflict” Exclusions of Rule...

On October 22, 2015, the staff of the SEC’s Division of Corporation Finance issued Staff Legal Bulletin No. 14H (SLB 14H), which addresses issues related to shareholder proposals that conflict with a company’s own proposal or...more

Proxy Access Update—Preparing for the 2016 Proxy Season

Proxy access predominated corporate governance issues for the 2015 proxy season, with over 100 proposals submitted on the topic, compared to 18 in 2014. Shareholder proponents achieved significant success in 2015, with an...more

SEC Staff Clarifies Guidance on Exclusion of Conflicting Shareholder Proposals and the Ordinary Business Operations Basis for...

On October 22, 2015, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (SEC) issued clarifying guidance upending previous interpretations regarding the exclusion of conflicting...more

A New Shareholder Proposal Staff Legal Bulletin–Just in Time for Proxy Season

Just in time for calendar year companies to begin receiving shareholder proposals, the SEC staff has released Staff Legal Bulletin No. 14H, which closes the loop on the controversy initiated by a Whole Foods proxy access...more

Financial Services Weekly News - November 2015

Regulatory Developments - Client Alert: SEC Issues New Guidance on Excluding Shareholder Proposals under Rule 14a-8: Goodwin Procter’s Capital Markets practice has released a client alert on the SEC’s Division of...more

SEC Issues New Guidance On Exclusions Under Rule 14a-8

New SEC guidance limits the ability of companies to exclude shareholder proposals under the "conflicting proposal" and "ordinary business" exclusions of Rule 14a-8. On October 22, 2015, the staff of the Division of...more

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