News & Analysis as of

Proxy Season

Blog: As proxy season ends, Equilar dives into pay-ratio data

by Cooley LLP on

With over 2,000 companies now having reported pay-ratio information for the 2018 proxy season (through May 10), consultant Equilar says it’s time to take a deep dive into the data to see what trends are discernible. Of...more

SEC Updates Proxy Rule and Proxy Statement Interpretations

On May 11, 2018, the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance (the Division) consolidated and updated its interpretations of the proxy rules and Schedules 14A and 14C. The...more

Focus on ESG: What it Means for REITs

by King & Spalding on

Over the past 18 months, shareholder focus on environmental, social and governance issues - known collectively as “ESG” - has increased significantly. Once the target area of specialty investors, ESG issues are now a higher...more

Approval of Enhanced Advance Notice Bylaws

by Ropes & Gray LLP on

On April 3, 2018, the Superior Court of Washington for King County issued a decision affirming the use of enhanced advance notice bylaws and finding that the board’s decision to reject a deficient notice is an exercise of its...more

ISS Launches New Online Communications Portal, Updates U.S. Voting Policy FAQs

New ISS Help Center - On April 9, 2018, Institutional Shareholder Services Inc. (ISS) launched a new online communications portal, the ISS Help Center, to provide a simplified interface for submitting questions to ISS...more

You’ve Disclosed Your Pay Ratio…Now Time to Check Your State & Local Taxes

by McGuireWoods LLP on

Many of us in the executive compensation field have been busy these past few months preparing proxy statements and corresponding executive compensation disclosures. Now that the crush of proxy season is largely behind us,...more

Capital Markets & Public Companies Quarterly: SEC Issues Cybersecurity Guidance, BlackRock and Gender Diversity, and News from the...

by McDermott Will & Emery on

In a telling sign of current events, the SEC staff provided supplemental guidance related to the disclosure of cybersecurity risks and incidents, adding new commentary to its rules regarding disclosure and company controls....more

ISS Updates Its US Proxy Voting Research Procedures & Policies FAQs

by White & Case LLP on

On March 29, 2018, Institutional Investor Services ("ISS") updated its US Proxy Voting Research Procedures & Policies frequently asked questions ("FAQs")1 . While the 2018 US proxy season is well underway, these updated FAQs...more

ISS Updates FAQs on U.S. Proxy Voting Research and Policies

ISS has updated its frequently asked questions on U.S. Proxy Voting Research Procedures & Policies (Excluding Compensation-Related). New and updated questions include...more

Top Ten Emerging Trends in Pay Ratio Disclosure

Preliminary trends are emerging from the pay ratio disclosures filed by U.S. public companies in 2018. Few companies use statistical sampling to identify their median employees and, instead, companies rely on a...more

Reminders for Annual Meeting Proxy Materials

When finalizing proxy materials for upcoming annual shareholder meetings, we recommend that public companies consider the following requirements under the Securities and Exchange Commission (SEC) rules and stock exchange...more

Considerations for the 2018 proxy season

Companies preparing for their annual shareholder meetings will need to consider a variety of factors, including new Securities and Exchange Commission (SEC) requirements, guidance from Institutional Shareholder Services, Inc....more

Blog: ISS Highlights Trends In Shareholder Proposals For The 2018 Proxy Season

by Cooley LLP on

In this article, ISS provides a snapshot of shareholder proposals thus far in the 2018 proxy season. The most salient point is that over two-thirds of the proposals in the ISS database related to social or environmental...more

BlackRock Publishes Updated Proxy Voting Guidelines

by White & Case LLP on

BlackRock, Inc. ("BlackRock") recently published its updated "Proxy Voting Guidelines for US Securities". Consistent with BlackRock's recent communications related to its investment principles, the guidelines emphasize...more

Blog: What’s Happening With Proxy Access Fix-It Shareholder Proposals For This Proxy Season?

by Cooley LLP on

When we last left the saga of proxy access, we had just started a new chapter on so-called “fix-it” shareholder proposals—efforts to revise existing proxy access bylaws to make them more “shareholder-friendly.” You might...more

Blog: Blackrock Issues Proxy Voting Guidelines For 2018 Proxy Season

by Cooley LLP on

As discussed in this PubCo post, BlackRock has recently issued its 2018 Proxy Voting Guidelines for U.S. Securities. Because BlackRock is reportedly the largest asset management firm (with $6.3 trillion under management),...more

ISS Proxy Research Reports to Include Environmental, Social, and Governance QualityScores

Institutional Shareholder Services Inc., or ISS, announced the launch of Environmental & Social QualityScore, a new component of ISS’ corporate profiling and scoring solution for institutional investors....more

2018 ISS and Glass Lewis Updates to Canadian Proxy Voting Guidelines

by Bennett Jones LLP on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co (Glass Lewis) have both released their updates to their respective Canadian proxy voting guidelines for the upcoming 2018 proxy season. The ISS updates apply to...more

[Webinar] 2018 Proxy Season Success - February 8th, 1:00pm ET

by BakerHostetler on

Please join BakerHostetler, AON Hewitt and D.F. King for a complimentary 90-minute, CLE-eligible webinar to discuss key developments and issues facing public companies and investors, as well as items impacting the 2018 proxy...more

Delaware Supreme Court Issues Significant Decision Addressing Board Compensation

In December 2017, the Delaware Supreme Court issued a significant decision addressing compensation for boards of directors. The opinion also addresses compensation of members of management who serve on the board of directors....more

Reminders for US Public Companies for the 2018 Annual Reporting and Proxy Season

by White & Case LLP on

This memorandum outlines certain considerations for US public companies in preparation for the 2018 annual reporting and proxy season. Part I of this memorandum discusses new developments and practical action items for the...more

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Small & Mid-Cap Public Company Update: 2018 Annual Report and Proxy Season Highlights

by Williams Mullen on

With 2017 being another active year for regulators and governance activists, Small & Mid-Cap Public Companies should be aware of the following changes and trends for the upcoming reporting season....more

Compensation in the 2018 Proxy Season: Recent Shakeups Create New Challenges

by Latham & Watkins LLP on

When designing 2018 compensation plans and proxy disclosure, companies should focus on implications of recent developments, as well as enduring compensation considerations. 2018 brings significant changes to the executive...more

ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018

by Smith Anderson on

Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis), two of the leading providers of corporate governance research and proxy voting services, have published their updated proxy voting guidelines for...more

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