For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below:
Directors’ and Officer’s Questionnaire -
Nasdaq has adopted a rule requiring...more
9/1/2016
/ Conflict Mineral Rules ,
Corporate Officers ,
Directors ,
Disclosure Requirements ,
Emerging Growth Companies ,
Executive Compensation ,
Exemptions ,
Form 10-K ,
Form 8-K ,
Golden Leash Arrangements ,
JOBS Act ,
Non-GAAP Financial Measures ,
NYSE ,
Pay Ratio ,
PCAOB ,
Proxy Season ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholder Meetings ,
Shareholder Proposals ,
Shareholders ,
XBRL Filing Requirements
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
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
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
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
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
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 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
The SEC has completed its previously announced review of when a shareholder proposal may be excluded under Rule 14a-8(i)(9) because it directly conflicts with another proposal. The SEC believes the Rule was intended to...more
Some will want to start preliminary planning for the 2016 proxy season. It has been a bewildering year of developments, but most will be thankful that there are relatively few new rules that must be implemented at this time....more
9/18/2015
/ Clawbacks ,
Conflict Mineral Rules ,
Disclosure Requirements ,
Equity Plans ,
Hedging ,
Institutional Shareholder Services (ISS) ,
Pay Ratio ,
Pay-for-Performance ,
Proxy Access Rule ,
Proxy Season ,
Publicly-Traded Companies ,
Resource Extraction ,
Say-on-Pay ,
Securities and Exchange Commission (SEC) ,
Shareholder Proposals ,
Shareholders ,
Whole Foods
The Third Circuit has issued its decision in the case of Trinity Wall Street v Wal-Mart Stores, Inc. To try and put it simply, Wal-Mart argued Trinity’s shareholder proposal dressed up a matter related to the ordinary...more
During the week of May 24, 2015, 8-Ks were filed that disclosed three shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more
During the week of May 17, 2015, 8-Ks were filed that disclosed six shareholder sponsored proxy access proposals passed and five failed. All required three percent ownership for three years and all were opposed by the...more
During the week of April 26, 2015, 8-Ks were filed that disclosed two shareholder sponsored proxy access proposals passed and two failed. All required three percent ownership for three years and all were opposed by the...more
As noted here, two issuers have omitted shareholder proposals from preliminary proxy statements where no-action letters from the SEC regarding omission of the proposals have been withdrawn. The blog suggests, within its...more
ISS has published its policy on proxy access matters. ISS will generally recommend in favor of management and shareholder proposals for proxy access with the following provisions...more
A group comprised of parents whose children or spouses were victims in the Sandy Hook tragedy, together with the Law Center to Prevent Gun Violence, have filed a brief in support of Trinity Wall Street in a case where...more
GE has voluntarily adopted a proxy access by-law proposal. The by-law permits a shareowner, or a group of up to 20 shareowners, owning 3% or more of the Company’s outstanding common stock continuously for at least three...more
Currently before the Third Circuit is Trinity Wall Street v. Wal-Mart Stores, Inc. The case involves whether Wal-Mart can exclude a shareholder proposal under the “ordinary business exception” to Rule 14a-8.
Trinity...more
A coalition of investors submitted a shareholder resolution to Royal Dutch Shell plc. The resolutions titled ‘Strategic Resilience for 2035 and Beyond’ call for company disclosures on:
- ongoing operational emissions...more
The SEC Division of Corporation Finance recently informed public companies that it will express no views on the application of Rule 14a-8(i)(9) during the current proxy season. The Corp Fin decision leaves public companies...more
Amicus briefs are pouring in in favor of Wal-Mart in its appeal to the Third Circuit. Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal...more
Responding to investor pressure, and pressure by shareholder proponents, the SEC Division of Corporation Finance issued this statement:
“In light of Chair White’s direction to the staff to review Rule 14a-8(i)(9) and...more
Wal-Mart appealed the United States District of Delaware’s decision that denied Wal-Mart the right to exclude a shareholder proposal submitted by Trinity Wall Street. The District Court held that the SEC was incorrect when...more
Some public companies have requested the SEC to permit exclusion of proxy access proposals by stating the shareholder proposal directly conflicts with the issuers own proposal that will be included in the proxy statement. ...more