Shareholder proposal rule
On May 19, 2025, Texas Gov. Greg Abbott signed Senate Bill No. 1057 (SB 1057) into law....more
As we previously addressed here, on February 12, 2025, the Staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance published Staff Legal Bulletin 14M (“SLB 14M”). Among other things, SLB 14M...more
As we’ve blogged about recently, Texas has taken a number of steps to bolster its reputation as a business-friendly state. The latest is a new law aimed at making it harder for shareholder proponents to get a proposal (other...more
For those who use “March Madness” to describe proxy season rather than basketball, they'll immediately know that the “economic relevance” exclusion under Rule 14a-8(i)(5) is something of a lore in the SEC's shareholder...more
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
In our earlier blog post, we discussed Staff Legal Bulletin 14M (SLB 14M), which rescinded prior Staff Legal Bulletin 14L (SLB 14L). The staff of the US Securities and Exchange Commission (SEC) indicated that SLB 14M is...more
In one of its first actions under the new Administration, the SEC staff issued new guidance that largely reinstated older guidance that had supported the ability of public companies to exclude shareholder proposals from their...more
Public companies navigating the 2025 proxy season just got some breathing room—at least when it comes to excluding certain shareholder proposals. Last week, the Staff of the SEC’s Division of Corporation Finance—in a...more
On February 12, 2025, the U.S. Securities and Exchange Commission (the Commission) Division of Corporation Finance staff (the staff) issued Staff Legal Bulletin No. 14M (SLB 14M) to provide informal guidance on shareholder...more
On February 12, 2025, the Division of Corporation Finance (Staff) of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M), rescinding Staff Legal Bulletin No. 14L (Nov. 3, 2021)...more
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
Over the last five years, stockholder activism has undergone significant transformation, shaped by changing market conditions, regulatory developments, and evolving societal expectations. Activism has continued to spread...more
Institutional Shareholder Services (ISS) recently reported on trends in corporate political activity disclosures and related shareholder proposals over the past decade, noting that “[o]ver the past decade, shareholder...more
Recently, Glass Lewis announced the release of its 2025 U.S. Benchmark Policy Guidelines and guidelines for Shareholder Proposals & ESG-Related Issues that apply across markets. Here are 8 things to know about this year’s...more
ISS and Glass Lewis generally publish changes to their proxy voting policies around this time of year. Glass Lewis recently issued its 2025 US Policy Guidelines listing changes and clarifications....more
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
Public companies can breathe a sigh of relief, at least for now, that the Securities and Exchange Commission's 14a-8 regulatory process for excluding shareholder proposals remains intact....more
Institutional Shareholder Services (ISS) recently released its “U.S. Shareholder Proposals: A Decade in Motion,” in which it examines trends in shareholder proposals submitted at U.S. companies from July 2014 to June 2024, as...more
Summary of June 2024 Annual General Shareholder Meeting Season Shareholder Proposals - - While the total number of shareholder proposals is comparable to the June 2023 general meeting season, the number of companies...more
In this program, we will focus on SEC developments affecting, and practical aspects of preparing for, public companies’ annual meetings and annual reports, including compensation, shareholder proposals and corporate...more
Teneo Insights recently published its fourth annual “State of U.S. Sustainability Reports,” which analyzes 250 sustainability reports from S&P 500 companies published this year through July 30, seeking to understand how...more
Institutional Shareholder Services Inc. (ISS) recently released its Annual Benchmark Policy Survey (the "Policy Survey"). In keeping with its prior practice, ISS seeks responses from institutional shareholders, issuers,...more
Shareholder proposals submitted for 2024 annual meetings continued to cover a wide range of environmental, social and governance (ESG) topics. And companies seeking to exclude shareholder proposals they deemed inappropriate...more
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
The number of anti-Diversity, Equity, and Inclusion proposals submitted by shareholders increased overall in the 2024 proxy season compared to the 2023 proxy season, according to data provided by Proxy Analytics. However,...more