ERISA Plan Fiduciaries’ Proxy Voting: Regulatory Updates
What are ISS and Glass Lewis and Why Should My Bank Care?
The Securities and Exchange Commission (“SEC”) adopted amendments to Form N-PX on November 2, 2022. Previously, Form N-PX applied solely to registered investment companies (i.e., mutual funds, exchange-traded funds and...more
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
Form 13F filers will need to file their first Form N-PX covering the period of July 1, 2023, to June 30, 2024, by August 31, 2024. Rule 14Ad1 of the Securities Exchange Act of 1934 (Exchange Act), which was adopted by...more
Executive pay has been a hot topic for a number of years but the uncertainty created by the pandemic has resulted in an increased level of scrutiny of public company pay decisions and revised related proxy voting...more
Preparations for annual reporting on Form 10-K and the 2020 proxy season have begun in earnest for many companies. We have summarized certain governance and disclosure developments that should be considered in the course of...more
With the 2020 proxy and annual reporting season upon us, this Legal Update provides 10 tips for companies to consider when drafting annual reports on Form 10-K and proxy statements for filing with the US Securities and...more
As calendar year-end companies ramp up for year-end reporting and proxy season, Institutional Shareholder Services (ISS) and Glass Lewis & Co. (GL) have released updates to their proxy voting guidelines. GL’s comprehensive...more
For those who want to start preparing for the 2019 proxy season, our preliminary list of important considerations is set forth below: Review 162(m) Disclosures in Proxy Statements... ...more
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
Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more
Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
ISS has made available for public comment certain proposed changes to ISS’ benchmark voting policies for 2018 that could generally become effective for the upcoming proxy season. ...more
The following are some important reminders and updates for the 2017 proxy season. Say-When-on-Pay - Required Vote in 2017 - The Securities and Exchange Commission (SEC) requires companies to conduct a...more
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
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
As our clients and friends once again embark on preparations for their 2015 annual meeting and reporting season, we have compiled a checklist of the corporate governance, executive compensation and disclosure matters that we...more
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
Executive compensation is a topic that just won’t go away, particularly with pay disparity and pay for performance regulations still looming. We highlight below some of the matters directors should be considering as they...more
In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more