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Proxy Voting Guidelines Board of Directors

Wilson Sonsini Goodrich & Rosati

ISS and Glass Lewis: Board Diversity Voting Policies

On February 11, 2025, Institutional Shareholder Services (ISS) announced a change to its voting policy with respect to board diversity. ISS will no longer consider the gender and racial and/or ethnic diversity of U.S. company...more

White & Case LLP

Corporate Governance Key developments

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Updated Principles of Remuneration - On the 9 October 2024, the Investment Association (‘IA’), a trade body for UK investment managers, published the Principles of Remuneration (the Principles). IA members are...more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2025

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Institutional Shareholder Services Inc. (“ISS”) recently released its updates to its Proxy Voting Guidelines. These updates will take effect for all annual meetings held after February 1, 2025....more

Bradley Arant Boult Cummings LLP

Latest Changes to ISS and Glass Lewis Proxy Voting Guidelines

Institutional Shareholder Services (ISS) and Glass Lewis, two leading proxy advisory firms, recently announced updates to their U.S. proxy voting policies in advance of the 2025 proxy and annual meeting season. Public...more

Blake, Cassels & Graydon LLP

2025 Proxy Advisory Firm Voting Guidelines: Canadian Highlights

In preparation for the upcoming 2025 proxy season, issuers should familiarize themselves with the updated Canadian proxy voting guidelines recently published by Institutional Shareholder Services Inc. (ISS) and Glass, Lewis &...more

Fenwick & West LLP

BlackRock’s 2025 U.S. Proxy Voting Guidelines

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In December 2024, BlackRock released its updated U.S. proxy voting guidelines for benchmark policies. The changes will become effective as of January 2025. ...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

Perkins Coie

Preparing for the 2025 Public Company Reporting Season

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In anticipation of the upcoming reporting season, this Update highlights some of the most significant rule changes, guidance, institutional investor areas of focus, and trends for public companies to consider while preparing...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

Seward & Kissel LLP

SEC Staff Issues No-Action Letter to Closed-End Funds Seeking to Exclude Activist Shareholder Proposals to Declassify Board

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Who may be interested: Closed-End Funds; Boards of Directors; Investment Advisers - Quick Take: The staff of the SEC’s Division of Investment Management (Staff) recently granted no-action relief to three closed-end funds...more

Latham & Watkins LLP

Recent Developments for UK PLCs - March Edition

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On 23 February 2024, the Investment Association (IA) issued its annual letter to FTSE 350 remuneration committee chairs providing an update on the IA’s Principles of Remuneration and emerging views on remuneration matters....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

White & Case LLP

Key Considerations for the 2024 Annual Reporting and Proxy Season: Your Upcoming Form 10-K

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Each year in our Annual Memo, White & Case's Public Company Advisory Group provides practical insights on preparing Annual Reports on Form 10-Ks, Annual Meeting Proxy Statements and, for FPIs, the Annual Report on Form 20-F....more

Venable LLP

ISS and Glass Lewis Release Proxy Voting Policy Changes for 2024

Venable LLP on

On December 19, 2023, Institutional Shareholder Services Inc. (“ISS”) released its updates to its Proxy Voting Guidelines. Somewhat unusually, ISS made only one change to its voting recommendation policies for U.S. public...more

Fenwick & West LLP

Proxy Voting Advisory Firms Address Severance Payments, Cybersecurity Risk Ownership and Share Ownership Guidelines in Updates to...

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Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy voting advisory firms in the United States, have announced updates and clarifications for their voting guidelines for the U.S. market for the 2024...more

Bennett Jones LLP

ISS and Glass Lewis Update 2024 Proxy Voting Guidelines

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Glass, Lewis & Co (Glass Lewis) and Institutional Shareholder Services (ISS) have each released updates to their Canadian proxy voting guidelines for the 2024 proxy season. The Glass Lewis updates apply to shareholder...more

Wilson Sonsini Goodrich & Rosati

ISS Releases 2024 Benchmark Policy Updates

On December 19, 2023, ISS Governance announced updates to its 2024 benchmark proxy voting policies. The full text of the updated benchmark policies for 2024 should be available later this month and will generally apply to...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

Wilson Sonsini Goodrich & Rosati

Glass Lewis Issues 2024 Updates to Benchmark Policy Guidelines

On November 16, 2023, Glass Lewis & Co. (Glass Lewis) released its 2024 U.S. Benchmark Policy Guidelines (U.S. Guidelines), effective for shareholder meetings on or after January 1, 2024. The U.S. Guidelines include several...more

Allen Matkins

May Directors Vote By Proxy?

Allen Matkins on

Neither California's nor Delaware's General Corporation Law expressly prohibits directors from being represented by proxy at board meetings.   However, it appears to have been well settled in Delaware since at least 1915 that...more

White & Case LLP

Overboarding in the UK: How many seats is too many

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In recent years "overboarding" has become an important issue for many UK companies and investors alike. Several large asset managers as well as proxy advisors, including Vanguard, BlackRock, and LGIM, have tightened their...more

Wilson Sonsini Goodrich & Rosati

Preparing for the 2023 Proxy Season

As we enter the 2023 proxy season, there are a number of new regulatory requirements, both technical and substantive, that have been implemented, and many more on the horizon. For example, many companies will need to comply...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From the First Few Contests Under the Universal Proxy Rules, and the Outlook for 2023

The Securities and Exchange Commission’s (SEC’s) new universal proxy rules, which took effect for meetings after August 31, 2022, require the use of “universal” proxy cards in all director election contests, except for...more

Smith Anderson

Institutional Shareholder Services and Glass Lewis Update Proxy Voting Guidelines for 2023

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

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