News & Analysis as of

Board of Directors Shareholder Proposals Proxy Season

Cohen & Gresser LLP

A New Chapter for the SEC: A Philosophical Shift on Shareholder Engagement, Shareholder Proposals, and ESG

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Only a short time has elapsed since President Trump named Mark T. Uyeda as Acting Chair of the Securities and Exchange Commission (“SEC”) on January 21, 2025. Already, however, the regulatory climate has shifted significantly...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis Stands by Its Diversity-Related Voting Guidelines but Will Include Flag

As we reported in our Preparing for the 2025 Proxy Season client alert, Glass Lewis announced on February 18, 2025, that it was reviewing its diversity-related voting guidelines “in the face of the U.S. Administration’s...more

Wilson Sonsini Goodrich & Rosati

Glass Lewis and ISS Publish 2025 Updates

On November 14, 2024, Glass Lewis published its 2025 U.S. Benchmark Policy Guidelines (U.S. Guidelines), and its 2025 Shareholder Proposals & ESG-Related Benchmark Policy Guidelines (ESG Guidelines), both effective for...more

A&O Shearman

Preparing for the 2025 proxy season

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This guide discusses important themes from the 2024 proxy season and developing trends we are monitoring for 2025. It also includes a “housekeeping checklist” designed to assist you as you prepare your proxy statement. For...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2025 Annual Meeting and Reporting Season

Our checklist and analysis present matters for companies to consider as they conduct their 2025 annual meetings and file reports to meet upcoming regulatory, shareholder and advisory deadlines. We outline key issues to...more

Fenwick & West LLP

Glass Lewis Releases 2025 Benchmark Policy Guidelines

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Last Thursday, proxy advisory firm Glass Lewis released its 2025 Proxy Voting Policy Guidelines 2025 U.S. Benchmark Policy Guidelines, including guidelines for shareholder proposals and ESG-related issues. The guidelines...more

Fenwick & West LLP

Pro-DEI Shareholder Proposals and Support Down for 2024

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The number of pro-DEI proposals submitted by shareholders decreased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. Average support for DEI proposals...more

Fenwick & West LLP

The Future of DEI Shareholder Proposals

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Following the death of George Floyd and the Black Lives Matter protests against racial inequity in 2020, many companies increased their commitments to diversity, equity and inclusion (DEI), as well as their external...more

Cooley LLP

Exxon court challenge to Arjuna shareholder proposal survives dismissal

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You may recall that, in January, ExxonMobil filed a lawsuit against Arjuna Capital, LLC and Follow This, the two proponents of a climate-related shareholder proposal submitted to Exxon, seeking a declaratory judgment that it...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2024 Proxy Season

As we enter the 2024 proxy season, public companies should consider a number of key disclosure and governance matters. Below is a high-level summary of applicable rule changes, guidance, and disclosure considerations for the...more

Wilson Sonsini Goodrich & Rosati

Approaching Shareholder Engagement in 2024

It has never been more important for public companies to engage—and engage regularly—with their shareholders. Sustained engagement helps companies communicate their strategy, understand shareholder perspectives, and even...more

A&O Shearman

2024 Proxy Season Quick Reference Guide

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The 2024 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 21st Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Matters To Consider for the 2024 Annual Meeting and Reporting Season

Companies have important decisions to make as they prepare for the 2024 annual meeting and reporting season. We have compiled this overview of the latest key issues — including SEC disclosure requirements, SEC guidance,...more

White & Case LLP

Japan 2023 Proxy Season

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The Number of Shareholder Proposals Made by Activist Shareholders, Votes Against Management Proposals and Listed Companies Facing Shareholder Proposals Each Continue to Trend Upward in Japan - During the June 2023 annual...more

Fenwick & West LLP

2023 Proxy Season Results in Silicon Valley and Large Companies Nationwide

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Broadly considered, stockholder activism has been a significant phenomenon among the largest U.S. public companies, with activists of a variety of stripes waging campaigns on a wide range of issues including in the form of...more

A&O Shearman

2023 Proxy Season Quick Reference Guide

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The 2023 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 20th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

White & Case LLP

Proxy Advisory Firms Issue 2023 Voting Guidelines

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Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), the two major proxy advisory firms, recently issued their updated proxy voting guidelines for the 2023 proxy season. These policy updates...more

BCLP

Delaware Corporate Law Developments: What You Need to Know for 2023

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Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more

Skadden, Arps, Slate, Meagher & Flom LLP

Preparing for the 2023 Shareholder Proposal Season

On November 15, 2022, Skadden held a webinar titled “Preparing for the 2023 Shareholder Proposal Season.” The panelists were Gianna McCarthy, Director of Corporate Governance for the New York State Common Retirement Fund (NYS...more

Venable LLP

Responding to Stockholder Proposals, Director Elections and Say-On-Pay Votes

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​​​​​​​As boards of directors of public companies prepare for their 2023 annual meetings and, relatedly, consider the voting results from 2022 annual meetings, we are being asked for advice concerning (a) the duties of...more

Katten Muchin Rosenman LLP

ESG Shareholder Proposals: Practical Guidance from Proxy, Legal, IR and Consulting Perspectives

On January 6, Katten Capital Markets partner Farzad Damania, along with Zally Ahmadi of D.F. King, George Lu of ADEC ESG Solutions and Ari Frankel of Solebury Trout, presented a program sharing their insights into the trends...more

A&O Shearman

2022 Proxy Season Quick Reference Guide

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The 2022 proxy season is just around the corner. This quick reference guide, which is intended to supplement Shearman & Sterling’s 19th Annual Corporate Governance & Executive Compensation Survey, summarizes themes from the...more

Katten Muchin Rosenman LLP

Katten Partners Present 2022 Proxy Season Update

On December 2, Larry Levin and Alyse Sagalchik, partners in Katten's Capital Markets practice, along with Ernst & Young LLP and Meridian Compensation Partners (Meridian), shared updates for the 2022 proxy season as part of...more

White & Case LLP

ISS and Glass Lewis Issue 2022 Updates: Top Six Key Policy Changes and Take-Aways

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In the past few weeks, both major proxy advisory firms, Institutional Shareholder Services ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis"), have issued their updated proxy voting guidelines for the 2022 proxy season. These...more

Fenwick & West LLP

Proxy Advisors Update Voting Guidelines for 2022 Focusing on Board Diversity, Climate and ESG Oversight

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their voting guidelines for the 2022 proxy season. Their voting...more

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